UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549


FORM 10-K


[x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year endedDecemberAUGUST 31, 20102013

oro

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

For the transition period from______ to______

LIFE NUTRITION PRODUCTS, INC.



(Exact name of registrant as specified in its charter)

Commission file number: 001-34274number 001-3427

Delaware

State or other jurisdiction

ADGS ADVISORY, INC.
(Exact Name of incorporation or organization

Registrant as Specified in Its Charter)


Delaware42-1743717
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
Units 2611-13A, 26/F
113 Argyle Street, Mongkok
Kowloon, Hong Kong, SAR
N/A
(Address of principal executive offices)(Zip Code)
42-1743717Registrant’s telephone number, including area code: (852) 2374-0002

(I.R.S. Employer incorporation or organization Identification No.)


Michael M. Salerno
Chief Executive Officer
121 Monmouth Street, Suite A
Red Bank, New Jersey 07701
(732) 758-1577
(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Exchange Act: none

None


Securities registered pursuant to sectionSection 12(g) of the Exchange Act: Common Stock ($.0001 par value $0.0001 (Title of class)

value)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ()Yes (X)oNo

x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ()Yes (X)oNo

x


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.(X)Yes ( )No

x No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section (§232.405 of this chapter) during the preceding twelve12 months (or for such shorter period that the registrant was required to submit and post such files). () Yes ()x Noo


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulationRegulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )Yes (X)Nox


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

Large accelerated filer( )                           Non-accelerated filer ( )

Accelerated filer ( )                                    Smaller reporting company (X)

(Check one):

Large accelerated fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyx
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ( )Yes (X)Yes oNo

As of June 30, 2010 thex

The aggregate market value of the voting and non-voting common stockequity held by non-affiliates of the registrant was approximately $178,828 based onas of February 28, 2013, the closing market pricelast business day of the registrant's common stockregistrant’s most recently completed second fiscal quarter, was $0. The number of $0.01shares outstanding of the Common Stock ($.0001 par value) of the registrant as of the close of business on that day.

As of March 31, 2011 there were 16,877,900 shares of common stock outstanding with a par value of $0.0001.

December 15, 2013 was 25,000,000.

DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference: None

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ADGS ADVISORY, INC.
TABLE OF CONTENTS
Page
Table of ContentsPART I
   
Item 1.
Life Nutrition Products, Inc. (LNP, Inc.) Business4 
 
Part I  Page 
                   Item 1 Business 3 
                   Item 1A Risk Factors 7 
                   Item 1 B Unresolved Staff Comments 7 
                   Item 2 Properties 7 
                   Item 3 Legal Proceedings 7 
                   Item 4 Submission of Matters to a Vote of Security Holders 7 
Part II   
Item 5 1A.Market for Registrant's Common Equity, RelatedRisk Factors11 
 
Item 1B.Unresolved Staff Comments16
Item 2.Properties16
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosures16
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17 
 Securities 8 
Item 6 6.Selected Financial Data919 
 
Item 7 7.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations19 
 Condition and Results of Operations 9 
Item 7A 7A.Quantitative and Qualitative DisclosureDisclosures About Market Risk27 
 Risks 11 
Item 8 8.Financial Statements and Supplementary Data1227 
 
Item 9 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure27 
 on Accounting and Financial Disclosure 24 
                   Item 9A Controls and Procedures 24 
                   Item 9B Other Information 26 
Part III   
Item 10    Directors, Executive Offices9A.Controls and Corporate Procedures28 
 Governance 27 
Item 11    Executive Compensation 9B.27Other Information28 
 
PART III
Item 12 10.Directors, Executive Officers and Corporate Governance29
Item 11.Executive Compensation31
Item 12.Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters2832 
 
Item 13 13.Certain Relationships and Related Transactions, and Director Independence32 
 and Director Independence 28 
Item 14 14.Principal AccountingAccountant Fees and Services2933 
 
PartPART IV
Item 15.Exhibits and Financial Statement Schedules34
Signatures36
2
Special Note Regarding 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.

Use of Certain Defined Terms
Except where the context otherwise requires and for the purposes of this report only:
·
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 is a 30% owned subsidiary;
   
 Item 15     Exhibits, Financial Statement Schedules 30·“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
Signatures   
·“HKD” refers to Hong Kong dollars, the legal currency of Hong Kong;
·“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;
·“PRC,” “China,” and “Chinese,” refer to the People's Republic of China;
·“SEC” refers to the Securities and Exchange Commission;
·“Securities Act” refers to the Securities Act of 1933, as amended; and
·“U.S. dollars,” “dollars”, “USD” and “$” refer to the legal currency of the United States.

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FORWARD LOOKING STATEMENT

This annual filing ending December 31, 2010 contains forward-looking statements that involve substantial risksIn China it is customary to refer to a person’s name with the family name first and uncertainties. You can identify these statements by forward-looking words such as “may,” “expect,” “plans,” “intends,” “anticipate,” “believe,” “estimate”the given name second. We have followed this convention with respect to certain Chinese individuals named in this report.

3
PART I
Item 1.Business.

General Overview

We are primarily engaged in providing accounting, taxation, company secretarial, general corporate and “continue” or similar words and are intended to identify forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. You should read statements that contain these words carefully because they discuss our future expectations or may contain projectionsconsultancy services in Hong Kong.

The address of our future results of operations or of our financial condition or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that the Company is not able to accurately predict or control. Before you invest in the Company’s common stock, you should be aware that the occurrence of the events described as risk factors and elsewhere in this annual filing could have a material adverse effect on our business, operating results and financial condition.

Part I

Item 1. Business

The Company

References to “we,” “our,” “our company,” “us,” “the Company,” or “Life Nutrition” refer to Life Nutrition, Inc. and its consolidated subsidiaries. Unless otherwise indicated, industry data are derived from publicly available sources, which we have not independently verified. Ourprincipal executive office is located at 121 MonmouthUnits 2611-13A, 26/F, 113 Argyle Street, Red Bank, New Jersey 07701Mongkok, Kowloon, Hong Kong, SAR. Our telephone number is (852) 2374-0002.


Corporate History and our phone number is (732)758-1577 and our website address is www.trimforlife3.com. Information containedBackground

ADGS Advisory, Inc., which was incorporated in our filing is not available at our web site. Our fiscal year ends December 31.

Company Overview

We were originally organized as a New Jersey limited liability companythe State of Delaware in February 2005September 2007 under the name Life Nutrition Products, LLC ("The Company"). On September 24, 2007, Life Nutrition Products, Inc. a Delaware Corporation, was formed and merged with LNP. On August 27, 2008 the Life Nutrition Products, Inc. Registration statement on Form S-1 became effective.

We arepreviously a dietary supplement company specializing in the development marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3Life® Appetite Control and Trim For Life3Life® Energy Formula.

Pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, Life Nutrition Products, Inc. changed its corporate name to ADGS Advisory, Inc.


In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we arewere unable to implement the marketing strategy or invest in product expansion. We are no longer pursuing this business. As a result, the Company may lookwe began to explore and identify other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a publicly heldpublic company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.

During the period covered in this annual report ending December 31, 2010, the Company received approval from the Financial Industry Regulatory Authority (FINRA) to quote its common stock on the Over-The-Counter Bulletin Board (OTCBB). As a public company with shares trading on the open market, we believe our company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee the trading of the Company’s common stock will improve the current financial condition of the Company or if a viable market could be developed to support the trading of our Company stock.

Our current operating costs are minimal due to limited business activities, but we do incur expenses such as legal and professional services to meet our Securities Exchange Commission (SEC) obligations as a public company. The Company may continue to meet these expenses by opting to raise additional capital through the sales of our common stock, loans from our board of directors, and/or other transactions to meet these obligations.

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Our Current Business

On September 7, 2010, the Registrant (the "Company")we entered into a Share Exchange Agreement (the "Agreement"“Conqueror Share Exchange Agreement”) with Conqueror Group Limited, a Hong Kong corporation ("Conqueror"(“Conqueror”) and Acumen Charm Ltd., a British Virgin Islands corporation (the "Conqueror Shareholder"“Conqueror Shareholder”). Pursuant to the Conqueror Share Exchange Agreement, at the closing of the transaction contemplated in the Conqueror Share Exchange Agreement (the "Transaction"“Conqueror Transaction”), the Company willwas to acquire 100% of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company. There was no prior relationship between the Company and any of its affiliates and the Conqueror Shareholder and any of its affiliates.

Conqueror owns 100% of the equity interest of Shenyang Kai Xin, a wholly-owned foreign enterprise incorporated in the People's's Republic of China ("PRC"), which entity has entered into contractual arrangements with Liaoning New Land Food & Beverage Co., Limited ("NLFB") and Liaoning New Land Fast Frozen Food Co. Limited ("NLFF"), each a company incorporated in the PRC, which arrangements give Conqueror effective control of the business of NLFB and NLFF. NLFB is principally engaged in the processing and distribution of raspberry and blueberry drinks, wines and other related products in China, and NLFF is principally engaged in the cultivation, processing and distribution of fresh and frozen raspberries in the domestic market in China and internationally.

In consideration for the purchase of the Conqueror Shareholder's interest in Conqueror, the Company will issue to designees of the Conqueror Shareholder a total of 23,905,000 newly issued shares of the Company's common stock.

The closing of the Transaction is conditioned upon, among other things, satisfactory due diligence investigations by the parties, the cancellation of a total of 13,787,800 shares of the Company's common stock by certain shareholders of the Company, the ability of certain designees of Conqueror to purchase a total of 4,010,000 shares of the Company's common stock from non-affiliated shareholders of the Company in unrelated transactions, the accuracy at closing of the representations made by the parties in the Agreement, and the obtaining of necessary consents.

The First Amendment to the Share Exchange Agreement (the "First Amendment") was entered into on November 17, 2010 by the Registrant (the "Company") with Conqueror Group Limited, a Hong Kong corporation ("Conqueror") and Acumen Charm Ltd., a British Virgin Islands corporation (the "Conqueror Shareholder").

The First Amendment amends the terms of the Share Exchange Agreement in which 1,004,900 shares shall be redeemed by the Life Nutrition contemporaneously with the execution of the First Amendment at an aggregate redemption price of $55,270 (the "Group B Redemption Price") and 12,782,900 shares shall be redeemed by the Company at or before the Closing at an aggregate redemption price of $49,731 (the "C Redemption Price") pursuant to mutually acceptable and duly executed redemption agreements.

Contemporaneously with the execution of the First Amendment, Conqueror loaned Life Nutrition the principal amount of $55,270 in exchange for which Life Nutrition delivered a promissory note to Conqueror in mutually acceptable form which proceeds shall be used to pay the Group B Redemption Price. At or before the Closing, Conqueror shall loan Life Nutrition the principal amount of $49,731 which shall be paid from the funds remaining in escrow (the "Remaining Escrow Funds") pursuant to the Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, Life Nutrition and Cyruli Shanks Hart & Zizmor LLP, in exchange for which Life Nutrition shall deliver a promissory note to Conqueror in mutually acceptable form which proceeds shall be used to pay the Group C Redemption Price.


The Closing was to transpire on or before January 31, 2011. As2011 but it did not occur by that date. However, as of May 11, 2011, among other things, Michael M. Salerno, the Company’s then sole officer and director, resigned as an officer and director of the Company, and appointed Chu Zhanjun and Li Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company, each a designee of Conqueror. As a result, a change in control occurred, due to the resignation of Mr. Salerno as sole officer and director, appointment of Mr. Chu as President, Chief Executive Officer and Principal Financial Officer of the Company, and appointment of Mr. Chu and Mr. Li as directors. At the time, the parties anticipated that the transaction contemplated by the Conqueror Share Exchange Agreement would not be completed at any time in future.

On December 7, 2012, Life Nutrition Products, Inc. entered into a share exchange agreement (the “Original Exchange Agreement”) with ADGS Advisory Limited, a Hong Kong corporation (“ADGS Hong Kong”) and ADGS Advisory (Holding) Limited, a British Virgin Islands corporation (“ADGS Holding”). Pursuant to the Original Exchange Agreement, at the closing of the transaction contemplated thereunder (the “Transaction”), the Company agreed to acquire 100% of the issued and outstanding capital stock of ADGS Hong Kong, making ADGS Hong Kong a wholly-owned subsidiary of the Company. In consideration for the purchase of 100% of the issued and outstanding capital stock of ADGS Hong Kong, the Original Exchange Agreement provided that the Company would issue a total of 20,155,000 newly issued shares of the Company’s Common Stock.
4

On March 28, 2013, the Company entered into an amendment (the “Amendment”) to the Original Exchange Agreement (the Original Exchange Agreement, as amended is referred to herein as the “Exchange Agreement”) pursuant to which the Company agreed to acquire all of the outstanding shares of Almonds Kisses Limited (BVI), a British Virgin Islands company (“Almonds Kisses BVI”), from the eight shareholders of Almonds Kisses BVI (the “Shareholders”), instead of the shares of ADGS Hong Kong, on the same terms and conditions set forth in the Exchange Agreement. Almonds Kisses BVI is the owner of 100% of the issued and outstanding capital stock of ADGS Hong Kong. The Original Exchange Agreement incorrectly indicated that such owner was ADGS Holdings which error was corrected in the Amendment. The Shareholders were Tong Wing Yee, Tong Wing Shan, Tso Yin Yee, Pang Yiu Kwong, Sin Kok Ho, Fahy Roase-Collette, Tsang Kwai Chun and ADGS Holdings, each of whom executed the Amendment. In addition, on March 28, 2013, the parties to the Exchange Agreement entered into an Extension Agreement (the “Extension Agreement”) extending the closing date of this filing, the conditions have not been satisfiedTransaction to on or before April 15, 2013.

. As per a verbal agreement betweenOn April 12, 2013, the parties,transactions contemplated by the First Amendment remains in effect.

- 4 -


TheExchange Agreement were consummated whereby, among other things, the Company will continue to review opportunities to improve our financial stability by seeking established businesses which haveacquired all of the financial wherewithal to either investissued and outstanding capital into our Company operations stock of Almonds Kisses BVI in exchange for Company common stock, or, if in a similar linean aggregate of business consider a merger or an acquisition.

Management believes an opportunity may avail itself as20,155,000 newly issued shares of the Company’s Common Stock (the “Acquisition”).


As a result of the Acquisition, Almonds Kisses BVI became our wholly-owned subsidiary and the former shareholders of Almonds Kisses BVI became our controlling shareholders, and Almond Kisses BVI in turn owns all of the issued and outstanding capital stock of ADGS Hong Kong. Almonds Kisses BVI also owns 100% of the issued and outstanding capital stock of Vantage Advisory Limited, a Hong Kong corporation (“Vantage”) which was acquired by Almonds Kisses BVI in January 2013; 100% of the issued and outstanding capital stock of Motion Tech Development Limited, a British Virgin Islands company (“Motion Tech”), which was acquired in August 2013; and, 100% of the issued and outstanding capital stock of TH Strategic Management Limited, a Hong Kong corporation (“TH Strategic”), which was acquired in October 2013. ADGS Hong Kong owns 80% of ADGS Tax Advisory Limited (“ADGS Tax”) which is a Hong Kong incorporated holding company, and ADGS Tax owns a 30% interest in Dynamic Golden Limited which is also a Hong Kong incorporated company.

Almonds Kisses BVI was incorporated on March 1, 2011 as a limited liability company in the British Virgin Islands (“BVI”) and, as originally constituted, was owned by the eight Shareholders identified above. ADGS Hong Kong is a Hong Kong corporation which was incorporated on April 28, 2011 and, as originally constituted, was solely owned by Tong Wing Yee and Tong Wing Shan (two of the shareholders of Almonds Kisses BVI) until being acquired by Almonds Kisses BVI pursuant to a reportingtransaction completed on April 30, 2011 in contemplation of the Acquisition. In this regard and in anticipation of effecting a transaction which resulted in the Acquisition, on April 30, 2011 Tong Wing Yee and Tong Wing Shan exchanged their shares for additional shares in Almonds Kisses BVI in order to create a BVI holding company with common stock quotedstructure for the operating business. British Virgin Islands holding companies have been utilized in Hong Kong for many years by entrepreneurs undertaking business in Hong Kong. Management believes such structure may provide certain advantages in the future in that shares held in a Hong Kong corporation are subject to a fairly substantial stamp duty on the OTCBB.transfer of any of such shares while the transfer of shares in a BVI company is not subject to any stamp duty in the BVI. In addition, Management further believes the BVI holding company structure may provide other benefits in the future including more corporate flexibility in that mergers can be effected by a BVI company compared to Hong Kong where a Hong Kong company is not able to merge with any entity insofar that a merger is not provided for under the Hong Kong Companies Ordinance.

Vantage is a Hong Kong corporation which was incorporated on March 6, 2008 and 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 is a Hong Kong corporation which was incorporated on March 16, 2010 and has been wholly owned by Almonds Kisses BVI since October 2013. ADGS Tax Advisory Limited (“ADGS Tax”) is a Hong Kong incorporated holding company incorporated on March 17, 2003 and owns certain customer lists and client bases which were purchased in 2005. ADGS Tax is 80% owned by ADGS Hong Kong. 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.
As a condition to the consummation of the Acquisition, on the Acquisition Date the officers and directors who were designees of Conqueror resigned as officers and directors of Life Nutrition Products, Inc. and the new officers and directors identified below were appointed as officers and directors of Life Nutrition Products, Inc.
5
The chart below presents our corporate structure:
ADGS Advisory, Inc.
(formerly Life Nutrition Products, Inc.),
a Delaware corporation
ê 100%
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 Motion Tech DevelopmentDynamic Golden 
a Hong Kong corporationa Hong Kong corporation
Limited, a Hong Kong corporation
 Limited, a British Virgin Islands companyLimited, a Hong Kong 
corporation
ê 80%
ADGS Tax Advisory Limited
a Hong Kong corporation
The following table lists the directors and officers of the foregoing entities.
Corporate NameDirectorsOfficers
Life Nutrition Products, Inc.
Li Lai Ying
Tso Yin Yee
Pang Yiu Kwong
CEO: Li Lai Ying
CFO: Li Lai Ying
COO: Tso Yin Yee
Almonds Kisses Limited (BVI)
Tso Yin Yee
Tong Wing Shan
Tong Wing Yee
CEO: Li Lai Ying
CFO: Li Lai Ying
COO: Tso Yin Yee
ADGS Advisory Limited
Tso Yin Yee
Tong Wing Shan
Tong Wing Yee
CEO: Li Lai Ying
CFO: Li Lai Ying
COO: Tso Yin Yee
Vantage Advisory LimitedPang Yiu Kwong
CEO: Li Lai Ying
CFO: Li Lai Ying
COO: Tso Yin Yee
Motion Tech Development LimitedTong Wing Yee
CEO: Li Lai Ying
CFO: Tong Wing Shan
COO: Tso Yin Yee
TH Strategic Management LimitedLI Hon Lun
CEO: Li Lai Ying
CFO: Li Lai Ying
COO: Tso Yin Yee
ADGS Tax Advisory LimitedTong Wing Yee
CEO: Tong Wing Yee
CFO: Tong Wing Yee
Dynamic Golden Limited
Woo Chai Cheung
Tong Wing Yee
CEO: Tong Wing Yee
CFO: Tong Wing Yee
6

Recent Acquisition

As indicated above, TH Strategic has been a wholly owned subsidiary of Almonds Kisses BVI since October 2013. Such acquisition was completed pursuant to an Agreement for Sale and Purchase of Shares entered into by Almonds Kisses BVI with Li Hon Lun pursuant to which on October 20, 2013 Almonds Kisses BVI acquired all of the issued and outstanding shares of TH Strategic from Li Hon Lun. TH Strategic is a Hong Kong based accounting services and business consulting firm.

In consideration for acquisition of the issued and outstanding shares of TH Strategic, Almonds Kisses BVI has agreed to pay Li Hon Lun the sum of HK $4.0 million (approximately US $516,000) payable in four equal monthly installments of HK $1.0 million (approximately US $129,000) each. Almonds Kisses has paid the first two installments and the remaining installments of HK $1.0 million each which were originally due December 15, 2013 and January 15, 2014 have been extended one month each to January 15, 2014 and February 15, 2014.

Subsequent to the year ended August 31, 2013, the Company has also acquired a client base from an unrelated party for consideration of approximately $155,000 (HK$1.2 million). The consideration is payable in four equal monthly installments of $38,700 (HK $300,000) each. The Company has paid three installments and the remaining installment of $38,700 will be due on December 30, 2013.

Description of Business

General

We provide a wide range of services in Hong Kong to individuals, small and medium sized businesses and charitable organizations in accounting, taxation, company secretarial, general corporate and consulting services. All of our business operations and services are performed in Hong Kong. However, we also maintain branch offices in Shenzhen, PRC and Bangkok, Thailand for marketing purposes only in order to attract potential clients to use our services in Hong Kong for businesses or other ventures which such potential clients may maintain in Hong Kong. Our primary business segments are described below.

Accounting and Corporate Services

Accounting

Our team of accounting business professionals can provide general accounting services for a business, including, but not limited to, bookkeeping services, including preparing a general ledger for a client, spreadsheet, income statements, cash flow statements and balance sheets, which services can be performed monthly, quarterly or annually; preparing other accounting and financial reports; providing assistance in managing compliance obligations; preparing and filing tax returns; providing assistance with payroll and invoicing, strategic planning, financial modeling and cash flow; evaluating accounting systems and processes; reporting key performance indicators and benchmarks; performing a business health check; and, providing a strategic cost management. Our business professionals can offer practical accounting and business solutions to assist our clients in identifying risks and opportunities, ensuring that their business remains profitable and competitive, and providing general guidance in building wealth and protecting assets.

Corporate Services

We believe our staff can provide expert advice and practical assistance to a company in managing its regulatory and reporting obligations along with monitoring its compliance and secretarial responsibilities. Such services which we can offer include:

§  Company secretarial services;
§  Corporate governance;
§  The maintenance of records of contacts, nomination/appointment/resignation of directors, bank signatories, major shareholders according to the Memorandum and Article of Association (M&A) or Company Constitution;
§  Meeting regulatory obligations relating to the preparation of annual general meetings and filing of annual returns;
§  Administrative work for statutory requirements, such as preparation and maintenance of corporate records, bookkeeping, accounting, and financial transactions.
Tax Advisory
We have practicing members of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) with more than ten years of taxation experience who can provide tax planning services for our clients. Such services can include:

§  Preparation and filing a tax return;
§  Calculating the estimated tax liability;
§  Tax planning;
§  Assist clients to reply to any inquiries issued by the taxing authorities;
§  
Act as the tax representative of our clients in connection with tax assessments.
7
Corporate Restructuring and Insolvency
We recognize that each year, there are savvy investors and/will be a percentage of unsuccessful businesses resulting in liquidation or businessescompany restructuring. We can offer the services of highly qualified insolvency practitioners whose goal is to rescue the situation and avoid formal bankruptcy or insolvency proceedings.
Our approach to client relationships is underpinned by a partner-led delivery of services. We have found that understandour partner-led approach creates a greater sense of trust, due to the stronger personal relationship developed. In this regard, we have an established history of working closely with financial institutions, law firms and smaller accountancy firms.

Our team of professionals has extensive local knowledge in conducting business reviews and advising lenders, directors and other stakeholders on options available to enterprises facing financial hardship. We can help a business to develop strategies to maximize returns and preserve the value of the business. Our services encompass all facets of:

§  Company winding-up including voluntary winding-up and compulsory winding-up
§  Personal bankruptcy
§  Restructuring services
§  Lender services
§  Creditors’ rights
§  Monitoring services
§  Receivership
§  Turnaround management
Multi-Disciplinary Advisory

Forensic and Litigation Advisory

We provide multidisciplinary, independent dispute advisory, investigative, data acquisition/analysis and forensic accounting services to clients throughout the life cycle of a litigation. Our team supports clients facing high stakes litigation, arbitration and compliance investigations, and regulatory scrutiny.
Our services include:
§  Quantifying damages and providing independent expert opinion in a range of dispute situations relating to intellectual property, breach of contract, insurance claims, asset recovery and fraud/criminal investigations;
§  Employing forensic accounting and complex modeling methods to provide insight on the facts and offer clarity on complex financial transactions;
§  Independently tracing, gathering and analyzing critical information;
§  
Offering industry‐leading electronic evidence services that identify, preserve and collect relevant, structured information and analyze complex data.

Engineering Services

We can provide a diversified range of engineering services including waterworks engineering, water distribution system maintenance, slope safety detection, landslide risk prevention methods and buried water conduit testing. Established as a remedial specialist in Hong Kong, we have carried out small to large scale projects on behalf of public company and may be interested in investment of capital, merger or acquisition. As a reporting company, our viewsector bodies.

Quantity Surveying

The function of the Company value includes; the abilityquantity surveyor is estimating and controlling construction cost. We can provide construction cost advice, construction cost estimating and advice relating to construction services which are affordable and tailored to a client’s specific needs. Quantity surveying services range from preliminary cost estimates during feasibility, project management and cost control during construction and tax depreciation schedules and sinking fund forecasts during post construction.
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Business Development Service in PRC and Thailand

Although all of our business operations and services are performed in Hong Kong, we also maintain branch offices in Shenzhen, PRC and Bangkok, Thailand for marketing purposes only in order to attract potential clients to use the Company’s common stock to raise capital, the Company’s common stock quoted on the OTCBB, audited financials, provide shareholders liquidity, obtain loans from financial lenders, and possibly increase growth opportunities through mergers and/our services in Hong Kong for businesses or acquisitions.

Economic conditionsother ventures which such potential clients may be somewhat unsettled and may cause uneasiness with prospective businesses and speculative investors. Management believes theremaintain in Hong Kong. In connection therewith, we have retained an individual who is a viable marketprofessional accountant and has been an investment banker with approximately 30 years of prospects which are searching for a public company in which they could invest, merge or acquire. However, we cannot guarantee nor claim that the Company will be able to find a suitable opportunity.

Our Products

Currently, our principal products include two dietary supplement programs marketed under the trade names: Trim For Life3 Appetite Control and Trim For Life3 Energy Formula.

The Trim For Life3 Appetite Control

The Trim For Life3 Appetite Control formula is an appetite suppressant made from 100% all natural ingredients. A primary ingredientexperience in the formula is 5-HTP; a popular appetite suppressant. The formula has been clinically tested successfully through a double-blind placebo trial conducted at an independent laboratory. The results concluded that the group given the Appetite Control formula lost significantly more weight than the placebo group. The Trim For Life3 Appetite Control formula is patent pending. The statusPRC and Australia to manage this new area of the patent application is published in the U.S. Patent and Trademark Office (Application 20060040003).

Trimbusiness for Life3 Energy Formula

The all-natural, proprietary Trim For Life3 Energy Formula is designed to stimulate weight loss and increase energy by: (a) revitalizing and boosting metabolism, (b) combating weight loss fatigue, and (c) replenishing vitamins and minerals.

Distribution

Our product lines are distributed to retail channels either through distributors or through direct shipments from us. We generally maintainbelieve there are a sufficient inventories to meet customer orders as received. From time to time, we may experience back ordersnumber of individuals and other entities in both the PRC and Thailand with business dealings in Hong Kong that result from variationsjustify our marketing efforts in demand for products outside of our control or expectations.

Operations

We develop and market dietary supplement products under the brand Trim For Life3. Our products include single ingredient items as well as multi-ingredient formulas. Our formulas utilize scientifically-supported ingredients which target weight loss. Through active involvement in the trends that affect consumers, we focus on building brand identity for each of the types of products we develop. We believe our potential for growth involves the continued development of our products that can be marketed and sold to our existing and new retail channels, including direct-to-consumer.

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Competition

The nutritional supplement industry is large and intensely competitive. We compete generally with companies that manufacture and market competitive nutritional products in our product line. Competitive factors in the nutritional supplement market include product effectiveness, scientific validation, proprietary formulations, price, quality of products, reliability of product delivery and marketing services offered to customers. We believe we compete favorably with respect to each of these factors. Nevertheless, most of our competitors have longer operating histories, wider product offerings, greater name recognition and financial resources than do we.

Raw Materials and Manufacturing

We develop and formulate proprietary, natural based, dietary supplements, but do not manufacture any of these products. We use third-party manufacturers who manufacture and package our products according to formulas and packaging guidelines that we dictate. In order to minimize costs, we may elect to purchase raw or bulk materials directly from our suppliers and have them shipped to our manufacturers so that we may incur only tableting, encapsulating and/or packaging costs and avoid the additional costs associated with purchasing the finished product. By outsourcing product manufacture, we eliminate the capital required to manufacture our own products and increase the flexibility of our manufacturing resources.

Intellectual Property, Patents, and Royalty Agreements

Trim For Life3 Appetite Control formula is a proprietary, patent-pending dietary supplement formulation. We will protect the intellectual property and license rights through patent protection, trade secrets and contractual protections and intend to develop a strong brand identity. Although we do not currently license our intellectual property to any third parties, we may choose to provide such licensing arrangements in the future to provide a potential new revenue source.

Government Regulation

Dietary supplements are subject to federal laws dealing with drugs and regulations imposed by the FDA. Those laws regulate, among other things, health claims, ingredient labeling, and nutrition content claims characterizing the level of nutrient in the product. They also prohibit the use of any health claim for dietary supplements, unless the health claim is supported by significant scientific agreement and is pre-approved by the FDA.

The Federal Trade Commission (the “FTC”), which exercises jurisdiction over the marketing practices and advertising of products similar to those we offer, has in the past several years instituted enforcement actions against several dietary supplement companies for deceptive marketing and advertising practices. These enforcement actions have frequently resulted in consent orders and agreements. In certain instances, these actions have resulted in the imposition of monetary redress requirements. Importantly, the FTC requires that "competent and reliable scientific evidence" corroborate each claim of health benefit made in advertising before the advertising is first made. A failure to have that evidence on hand at the time an advertisement is first made violates federal law. While we have not been the subject to enforcement action for the advertising of our products,areas. However, there can be no assurance that we will be able to successfully manage and grow our business through such marketing efforts in both the FTC or other agencies will not question our advertising or other operationsPRC and Thailand.


Market Analysis

Although there are many consulting companies in Hong Kong providing similar services, we believe that that there a few consulting companies in Hong Kong that have professional standards equal to ours in the future.

business segments in which we provide service. We believe the Company has a solid and loyal client base in a market that has experienced a certain level of sustained growth in recent years.


The following market trends seem to be the most important to our business:

Trend 1 – Accountancy service. Accountancy is a growing market. The tightening of financial regulations, in the wake of a number of recent scandals, and the onus being put on small businesses/individuals to submit accounts that meet stricter standards of compliance, should contribute to continued growth for the Company. Financial reporting and corporate governance are growth areas. The trend to outsource services is well established for businesses, and we believe such trend will continue and increase with the difficulty many companies face in finding suitable employees.

Trend 2 – Bookkeeping service. Presently, many small companies do not have full-time accountants for their accountancy work, and we believe many will use the services of an outside accountant or company to minimize operating costs and achieve a higher level of financial management oversight. Businesses regularly need the services of a qualified accountant to help compile or check that financial records are in order and up to date.

Trend 3 – Company secretarial service. According to Hong Kong Companies Ordinance, every company shall have a secretary. The company secretary shall (a) if an individual, ordinarily reside in Hong Kong; (b) if a body corporate, has its registered office or place of business in Hong Kong. The company secretary can also be a director. However, if there is only one director, he/she/it shall not also be the secretary of the company. We believe many companies in Hong Kong have only one director so they need to appoint a company secretary. Such services are offered and can be performed by us.

Trend 4 – Corporate recovery and insolvency services. As described above, each year there will be a percentage of unsuccessful businesses resulting in liquidation or company restructuring. We can offer the services of highly qualified insolvency practitioners. Our Chief Operating Officer, Tso Yin Yee and our Senior Assurance & Business Advisory Consultant, Pang Yiu Kwong are experienced insolvency practitioners having being appointed as Joint and Several Provisional Liquidators under Panel ‘T’ by Official Receiver’s Office under Government of Hong Kong Special Administrative Region.

Trend 5 – General consulting. With growing competition, increasing economic and business sophistication and regulatory compliance requirements, more companies need advice and strategies from experts and consultants across a wide range of specialties.
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Customers

As mentioned above, our services are primarily provided to individuals, small and medium sized businesses and charitable organizations. In addition to our marketing efforts to attract potential new clients, we have in the past purchased customer lists and client bases from unrelated third parties in order to increase our customer base. Prior to our formation, customer lists and client bases were purchased in 2005 by ADGS Tax and customer lists and client bases were purchased in 2011 by ADGS Hong Kong. Such customer lists and client bases were purchased from unrelated accounting firms and secretarial companies and are accounted for as intangible assets and amortized using the straight line method over a period of 10 years. In addition, in September 2013, we acquired a new client base from an unrelated party, and in October 2013, we further increased our client base by purchasing all of the issued and outstanding shares of TH Strategic whereby TH Strategic became a wholly owned subsidiary of Almonds Kisses BVI. TH Strategic is a Hong Kong based accounting services and business consulting firm. In the future, we expect that we will seek to purchase other customer lists and client bases, as well as possibly purchasing other businesses, as part of our overall growth strategy, although there can be no assurance that we will be able to do so on terms which will be acceptable to us.

Our Competition

Competition in the general field of business consulting is quite intense in Hong Kong. Although numerous established companies offer a variety of services to different customer segments, we consider competition in our focus market niche of small and medium business to be modest. Customers in this segment strongly rely on the consultant’s professional qualifications and the ability to come up with viable solutions in a timely and cost effective manner. Although we believe that we have unique strengths compared with our competitors, our industry is highly competitive and our continued success depends upon our ability to compete effectively in markets that contain numerous competitors across the country, some of which have significantly greater financial, marketing and other resources than we have. New or existing competition that uses a business model that is different from our business model may put pressure on us to change so that we can remain competitive.

We believe we achieve a competitive edge among the bookkeeping and accountancy services due to the combination of CPA oversight we maintain with lower-level, inexpensive labor. Clients will receive the advantage of having a CPA review their books and provide additional advice when appropriate, while not paying much more than they would to hire their own bookkeeper.

In addition, for other consultancy services such as taxation, insolvency and other general consulting, we have a wide range of professionals in house who can provide complete, reliable and high quality services to our clients.

We believe the larger consulting firms tend to ignore the small business market because they are better positioned to serve larger businesses. Many of these large consulting firms have several hundred employees and we believe are generally not interested in dealing with small and medium business.In addition, we believe we offer more diversified services than many other small consulting companies who tend to offer services to particular industries and restrict themselves in the services they offer.

Government Regulation

Our services generally are not subject to governmental regulation in the markets in which we operate. However, our clients may require that we comply with certain rules and regulations even if those rules and regulations do not actually apply to us. In addition, our clients may require that certain of our service providers who provide services maintain certain professional licenses in order to provide the appropriate services for that particular client. We are also governed by laws in Hong Kong regulating the employer/employee relationship, such as tax withholding and reporting, social security or retirement, anti-discrimination and workers compensation. Failure to comply with any applicable laws and regulations could result in restrictions on our ability to provide our services, as well as the imposition of fines and penalties, which could have a material adverse effect on our operations.

Our Employees

We currently employ 30 full time people consisting of 3 executive management, 5 senior consultants and 22 staff. We require our employees to have appropriate education, training or work experience in their respective fields. We believe that our management team possesses in-depth knowledge critical to our Company’s success and is capable of identifying and seizing market opportunities, and implementing our business plans. We believe we are in material compliance with all material governmentapplicable labor and safety laws and regulations which apply to our products. However, we are unable to predict the nature of any future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the future. These future changes could, however, require the reformulation or elimination of certain products; imposition of additional record keeping and documentation requirements; imposition of new federal reporting and application requirements; modified methods of importing, manufacturing, storing or distributing certain products; and expanded or different labeling and substantiation requirements for certain products and ingredients. Any or all of these requirements could harm our business.

EmployeesHong Kong. 

Our Board of Directors consists of Michael M. Salerno who is not compensated.

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Available Information

We were incorporated in Delaware in September 2007 as Life Nutrition Products, Inc. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge to the public by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10a.m. to 3p.m. or by calling the Commission at 1-800-SEC-0330 or visiting the internet site, http://www.sec.gov for filed reports.

Item 1A.  Risk FactorsFactors.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.


Risks Related to Our Business

Our company has limited operating history, which makes it difficult to predict our future prospects and financial performance. We have only been engaged in our current business operations since March 2011. While we have audited financial statements for the full fiscal years ended August 31, 2013 and 2012, our audited financial statements for the year ended August 31, 2011 reflect only six months of operations. Due to this limited operating history, it may be difficult to evaluate our business prospects and financial performance. While we achieved net income for the fiscal year ended August 31, 2013, we sustained a net loss for each of the fiscal years ended August 31, 2012 and August 31, 2011. There can be no assurance that we can maintain profitability beyond fiscal 2013. Further, our future operating results depend upon a number of factors, including our ability to manage our growth, retain and increase our customer base and to successfully identify and respond to any emerging trends in our market areas.
We may have difficulty in managing our future growth and any associated increased scale of our operations. We expect to expand through both organic growth and acquisitions. Our future expansion may place a significant strain on our managerial, operational, technical and financial resources. In order to better allocate our resources to manage our growth, we must hire, recruit and manage our workforce effectively and implement adequate internal controls in a timely manner. If we are unable to effectively manage our growth and the associated increased scale of our operations, our business, financial condition and results of operations could be materially and adversely affected.

Our business requires significant and continuous capital investment. We will require a high level of capital expenditure in the foreseeable future to fund our future growth. We intend to fund our capital expenditures and future acquisitions out of internal sources of liquidity and/or through access to additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including:
·our future financial condition, results of operations and cash flows;
·the condition of the global and domestic financial markets; and
·changes in the monetary policy of the Hong Kong governments with respect to bank interest rates and lending practices.

If we require additional funds and cannot obtain them on acceptable terms when required or at a reasonable financing cost or at all, we may be unable to fulfill our working capital needs or expand our business. These or other factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any of these factors may have a material adverse effect on our business, financial condition and results of operations.
Our auditors have expressed substantial doubt about our ability to continue as a going concern. Our financial statements for the year ended August 31, 2012 and 2013 have been prepared assuming that we will continue as a going concern. Although the Company had a working capital surplus of $80,850 at August 31, 2013, the Company had payables in excess of cash and receivables of $2,856,376. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to meet our obligations as they come due, to obtain additional financing as may be required and maintain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our independent registered public accounting firm's report on the financial statements as of and for the year ended August 31, 2013, contained an emphasis paragraph regarding our ability to continue as a going concern. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain our operations.
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Our bank loans present a significant risk.   To date, we have significantly relied upon debt financings to fund our operations.  At August 31, 2012 (audited) and August 31, 2013 (audited), we had outstanding bank loans in the principal amount of $2,524,985 and $2,286,785, respectively. Bank overdraft facilities have been obtained and the outstanding balance was $744,077 as of August 31, 2013. Financing in assets under capital lease was recorded at $14,599 as of August 31, 2012 and has increased to $112,081 during to the expansion in business.  As of August 31, 2013, a related party loan of $750,726 has been arranged with one of the major shareholders and this loan has been borrowed to finance the acquisition of Motion Tech Development Limited, a property holding company in 2013.  The loan is unsecured, non-interest bearing and will be due on August 31, 2017.  Interest expense (excluding capital lease interest) were $47,332 and $151,872 for the year ended August 31, 2012 and 2013 respectively.  Such loans are primarily term loans with maturity dates ranging from November 2013 to December 2035.  Approximately $1.5 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 obligations.  This presents a significant risk to the Company in that the Company may not have the necessary cash to meet such payment obligations, or if it does, such payments may draw significantly on the Company’s cash position.  Any of such events will likely have a materially detrimental effect on the Company.

If we are unable to attract and retain senior management and personnel, our operations, financial condition and prospects could be materially adversely affected. Our future success depends in part on the contributions of our management team and key personnel and our ability to attract and retain qualified new personnel. In particular, our success depends on the continuing services of Li Lai Ying, Tso Yin Yee, Pang Yiu Kwong and Tong Wing Shan. There is significant competition in our industry for qualified managerial, key personnel and we cannot assure you that we will be able to retain our key senior managerial and other personnel or that we will be able to attract, integrate and retain other such personnel that we may require in the future. If we are unable to attract and retain key personnel in the future, our business, operations, financial condition, results of operations and prospects could be materially adversely affected.

Our operating costs may increase.Costs in Hong Kong are generally expected to increase. If our labor costs or other operating costs increase and we cannot increase our services efficiency to offset any such increase or pass any such increase on to our customers, our business, financial condition and results of operations may be materially and adversely affected.

The industry in which we operate is highly competitive. Competition in the general field of business consulting is quite intense in Hong Kong. Although numerous established companies offer a variety of services to different customer segments, we consider competition in our focus market niche of small and medium business to be modest. Customers in this segment strongly rely on the consultant’s professional qualifications and the ability to come up with viable solutions in a timely and cost effective manner. Although we believe that we have unique strengths compared with our competitors, our industry is highly competitive and our continued success depends upon our ability to compete effectively in markets that contain numerous competitors across the country, some of which have significantly greater financial, marketing and other resources than we have. New or existing competition that uses a business model that is different from our business model may put pressure on us to change so that we can remain competitive.

We may be subject to disputes with employees or other third parties. The businesses we operate involve dealings with both permanent and temporary employees as well as numerous third parties and customers, and we may be subject to claims or litigation involving such employees or third parties from time to time such as labor disputes and claims under business contracts with customers and others. We may also be subject to labor disputes, labor shortages or other impositions on our business operations, if we are unable to amicably resolve disputes with any such parties. We cannot assure you that any such disputes will not arise in the future and that the occurrence of one or multiple disputes will not have a material adverse effect on our business and financial condition.

Our insurance coverage may be insufficient to cover our business risks. We face various operational risks in connection with our business. However, we are not insured against certain risks. Any losses and liabilities for which we are not insured or our insurance coverage is inadequate to cover the entire liability may have a material adverse effect on our business, financial condition and results of operations. In the event that we incur substantial losses or liabilities and our insurance does not cover such losses or liabilities adequately or at all, our business, financial condition and results of operations may be materially and adversely affected.

We have extended significant loans in the past that do not generate income or have fixed repayment terms and which may have affected our ability to do business. During fiscal 2012 and 2013, we made significant advances of cash to one of our two largest principal shareholders who is also the Company’s current Chief Financial Officer and daughter of our Chief Executive Officer and Chairman. 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. At August 31, 2013, the balance due from such shareholder was $418,658. The advances to shareholder are unsecured, non-interest bearing without fixed repayment terms although the shareholder has re-arrange her financing arrangements with banks and repaid most of the amounts during the last quarter of 2013. Such shareholder previously informally agreed to repay such amounts on or before November 1, 2013 but has since revised such date to February 28, 2014. 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.
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Risks Related to Doing Business in Hong Kong
Substantially all of our revenues to date are derived from our operations in Hong Kong. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to risks of doing business in Hong Kong.

The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us. The Hong Kong legal system is a civil law system based on written statutes. The overall effect of legislation over the past approximately 25 years has significantly enhanced the protections afforded to various forms of foreign investment in Hong Kong. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since Hong Kong administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. For example, these uncertainties may impede our ability to enforce the contracts we have entered into. In addition, such uncertainties, including the inability to enforce our contracts, could materially and adversely affect our business and operation. In addition, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

If tax benefits currently available to us in Hong Kong were no longer available, our effective income tax rates for our Hong Kong operations could increase. To date, all our net income has been generated from our Hong Kong operations. Our net income could be adversely affected by any change in the current tax laws in Hong Kong.

Foreign Exchange Risk.While our reporting currency is the US Dollar, our revenues, costs and expenses are denominated in HKD. All of our assets are denominated in HKD. As a "smallerresult, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between US Dollars and HKD. If the HKD depreciates against the US Dollar, the value of our HKD revenues, earnings and assets as expressed in our US Dollar financial statements will decline. To date,we have not entered into any foreign exchange forward contracts or similar instruments to attempt to mitigate our exposure to change in foreign currency rates.
Future inflation in Hong Kong may inhibit our ability to conduct business profitably. In recent years, the Hong Kong economy has experienced periods of rapid expansion and high rates of inflation. High inflation may in the future cause the Hong Kong government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in Hong Kong, and thereby harm the market for our services.

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in Hong Kong. Substantially all of our assets will be located in Hong Kong and our officers and our present directors reside outside of the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. 

We may have difficulty establishing adequate management, legal and financial controls in Hong Kong, which could impair our planning processes and make it difficult to provide accurate reports of our operating results. Although we will be required to implement internal controls, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in Hong Kong in these areas. As a result of these factors, we may experience difficulty in establishing the required controls, making it difficult for management to forecast its needs and to present the results of our operations accurately at all times. If we are unable to establish the required controls, market makers may be reluctant to make a market in our stock and investors may be reluctant to purchase our stock, which would make it difficult for you to sell any shares of common stock that you may own or acquire.
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Because our funds are held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business. Banks and other financial institutions in Hong Kong do not provide insurance for funds held on deposit. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our employees and other creditors, we may be unable to continue in business.

Risks Relating to Our Common Stock and Our Status as a Public Company

We will incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements, including establishing and maintaining internal controls over financial reporting, company"and we may be exposed to potential risks if we are unable to comply with these requirements. As a public company we will incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as definedrequired by Item 10Section 404 of Regulation S-K, the CompanySarbanes-Oxley Act. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. We have not yet evaluated the internal control systems of Almonds Kisses (BVI) and its subsidiaries in order to allow our management to report on our internal controls on a consolidated basis as required by these requirements of SOX 404. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.
In addition, because of recent failures of Chinese businesses and losses sustained by public investors, we are likely to encounter a heightened level of scrutiny from regulators, including the Securities and Exchange Commission, diverting our management’s attention and increasing our costs.
Our management is not familiar with the United States securities laws. Our management is generally unfamiliar with the requirements of the United States securities laws, which could adversely impact our ability to comply with legal, regulatory, and reporting requirements of those laws. Our management may not be able to implement programs and policies in an effective and timely manner to adequately respond to such legal, regulatory and reporting requirements, including the establishment and maintenance of internal control over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Exchange Act, which are necessary to maintain public company status, and could result in investigations by the Securities and Exchange Commission, and other regulatory authorities that could be costly, divert management’s attention and disrupt our business, If we were to fail to fulfill those obligations, our ability to operate as a public company would be in jeopardy, in which event you could lose your entire investment in our company.

There is a limited public trading market for our common stock, which may have an unfavorable impact on our stock price and liquidity. There has been a limited trading market for our common stock in the past and there can be no assurance that a trading market in our shares of common stock will further develop and be sustained. There were no reported trades in our common stock during the fiscal years ended August 31, 2012 and 2013. The first reported trade in fiscal 2014 occurred on November 15, 2013. The trading market for securities of companies quoted on the OTCQB or other quotation systems is substantially less liquid than the average trading market for companies listed on a national securities exchange. The quotation of our shares on the OTCQB or other quotation system may result in a less liquid market available for existing and potential shareholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
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Since our Certificate of Incorporation authorizes the issuance of two million shares of “blank-check” preferred stock, our Board of Directors will have authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stock holders and with the ability to adversely affect stockholder voting power and perpetuate the board's control over our company.Our Certificate of Incorporation authorizes our board of directors to issue up to 2,000,000 shares of preferred stock, of which none have been issued to date. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by stockholders. These terms may include preferences as to dividends and liquidation, voting rights, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.
We may, in the future, issue additional shares of our common stock, which would reduce investors' percent of ownership and may dilute our share value. Our Certificate of Incorporation authorizes the issuance of 50,000,000 shares of common stock, of which 25,000,000 shares have been issued and are outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

The price of our common stock may be adversely impacted by developments applicable to other Chinese companies. There has been substantial press regarding certain Chinese companies that have apparently engaged in frauds and deceptive practices resulting in significant losses to investors. Such activities and the resulting negative press has had a negative impact on the prices of the stocks of Chinese companies generally. There is no guarantee that such that such activities will not continue causing investors to avoid buying our stock. Such activities could have a depressive impact on the price of our common stock.

Increased scrutiny of Chinese companies by short-sellers. The fraudulent activities of certain Chinese issuers have encouraged analysts to investigate Chinese companies in an effort to discredit the disclosures in their public filings or otherwise uncover deceptive practices. If such analysts elect to investigate a company they will often short the stock and release materials disparaging the issuer or questioning the accuracy of its public disclosures. Given the current environment for Chinese stocks, if an analyst were to publish a negative article about us, it could cause an immediate and substantial decline in the price of our stock, regardless of the accuracy of the claims in the article.

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings. The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:
·our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
·changes in financial estimates by us or by any securities analysts who might cover our stock;
·speculation about our business in the press or the investment community;
·significant developments relating to our relationships with our customers;
·stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
·customer demand for our services;
·investor perceptions of our industry in general and our Company in particular;
·the operating and stock performance of comparable companies;
·general economic conditions and trends;
·announcements by us or our competitors of new services, significant acquisitions, strategic partnerships or divestitures;
·changes in accounting standards, policies, guidance, interpretation or principles;
·loss of external funding sources;
·sales of our common stock, including sales by our directors, officers or significant stockholders; and
·additions or departures of key personnel.
15

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in us.

Recently adopted SEC rules prohibit a reverse acquisition company from listing on a national securities exchange until the company has been in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange for at least one complete fiscal year. Recently adopted SEC rules seek to improve the reliability of the reported financial results of reverse acquisition companies by requiring a pre-listing “seasoning period” during which the post-reverse acquisition public company must produce financial and other information in connection with its required SEC filings. The company also must maintain a requisite minimum share price for at least 30 of the most recent 60 trading days prior to provide this information.

the date of the initial listing application and the date of listing on any national securities exchange. By virtue of such rules it is unlikely that we will be eligible to list on a national securities exchange for at least one year following the Acquisition of Almonds Kisses BVI, and only if our stock trades above the requisite minimum price in accordance with the listing requirements of the applicable national securities exchange.

Item 1B.Unresolved Staff Comments.


Item 1B. Unresolved Staff Comments

AsWe are a "smallersmaller reporting company"company as defined by Item 10Rule 12b-2 of Regulation S-K, the Company isSecurities Exchange Act of 1934 and are not required to provide the information under this information.

item.


Item 2.Properties.
Item 2. Properties

We lease 120 square feet ofThe Company leases office space in Hong Kong which maintains its principal executive offices located at 121 MonmouthUnits 2611-13A, 26/F, 113 Argyle Street, Suite A, Red Bank, New Jersey 07701. TheMongkok, Kowloon, Hong Kong, SAR under an operating lease which has been extended to June 2015, with a fixed monthly rent expense of approximately $10,576 USD per month.  We also maintain a branch office in Shenzhen, PRC located at 19A, Building 1, China Phoenix Building, Futian District, Shenzhen, PRC, and a branch office in Bangkok, Thailand located at Level 8 Zuellig House Building, No. 1-7, Silom Road, Silom Sub-District, Bangrak District, Bangkok 10500 Thailand.  Management believes that the facilities are adequate for the Company’s current needs and for the foreseeable future.

In addition, Motion Tech Development Limited, a property holding company which has been a 100% owned subsidiary of the Company since August 2013, is $500.the owner of a residential property located Tai Po which is an area in the New Territories of Hong Kong.  The landlordproperty is 121 Monmouth Street, LLC,used as collateral for a limited liability company owned, in part, by our CEO Michael Salerno. The lease is on a month-to-month basis.

banking facility.

Item 3.Legal Proceedings.


Item 3. Legal Proceedings

There are no material pendingFrom time to time, we may become involved in various lawsuits and legal proceedings to which we are a party or to which anyarise in the ordinary course of our propertybusiness. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

Item 4.
Mine Safety Disclosures.
Not applicable.
16
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information

Our common stock is traded in the best of our knowledge, no such actions against us are contemplated or threatened.

Item 4. Submission of Matters to a Voteover-the-counter market and since July 19, 2013 has been quoted on the OTCQB, officially part of the Security Holders

There were no matters submitted to a vote of security holders throughOTC Market Group’s OTC Link quotation system, under the solicitation of proxies or otherwise during the period covered in this filing ending December 31, 2010.

- 7 -


Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

For the period covered in this filing, the Company'ssymbol “ADGS”. Prior thereto, our common stock was approved on January 20, 2009 for quotation on the Over-The-Counter Bulletin Board (OTCBB)quoted under the symbol "LIPN." Prior to that date, there was no established trading market for our Common Share. The Company does not guarantee nor suggest being publicly traded on“LIPN”. For the OTCBB will necessarily generate a market for its common stock.

Presented below isperiods indicated, the following table sets forth the high and low bid information for fiscal year ending December 31, 2010. The information was obtained from www. quotemedia.com.

 High Low 
Year Ended December 31, 2009   
                   Quarter Ending March 31 - - 
                   Quarter Ending June 30 - - 
                   Quarter Ending September 30 $0.01 $0.01 
                   Quarter Ending December 31 $0.01 $0.01 
 
Year Ended December 31, 2010   
                   Quarter Ending March 31 $0.01 $0.01 
                   Quarter Ending June 30 $0.01 $0.01 
                   Quarter Ending September 30 $0.05 $0.05 
                   Quarter Ending December 31 $0.05 $0.05 
 
The first trade date was September 16, 2009.   

The OTCBB provides a limited trading market, and we can makesales prices per share of common stock. There were no assurances that any market-maker will agree to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for shareholders to sell their shares or recover any part of their investmentreported trades in the company. Even if a market for our common stock does develop,during the market pricefiscal years ended August 31, 2012 and 2013. The first reported trade in fiscal 2014 occurred on November 15, 2013.

Year ended August 31, 2012 High  Low 
       
Sept. 1, 2011 to Nov. 30, 2011 $0.00  $0.00 
Dec. 1, 2011 to Feb. 28, 2012 $0.00  $0.00 
March 1, 2012 to May 31, 2012 $0.00  $0.00 
June 1, 2012 to Aug. 31, 2012 $0.00  $0.00 
         
Year ended August 31, 2013 High  Low 
         
Sept. 1, 2012 to Nov. 30, 2012 $0.00  $0.00 
Dec. 1, 2012 to Feb. 28, 2013 $0.00  $0.00 
March 1, 2013 to May 31, 2013 $0.00  $0.00 
June 1, 2013 to Aug. 31, 2013 $0.00  $0.00 
         
Year ending August 31, 2013 High  Low 
         
Sept. 1, 2013 to Nov. 30, 2013 $0.60  $0.30 
Holders

As of our common stock may be highly volatile so thatDecember 15, 2013, there were approximately 50 record holders of our common stock.

Penny Stock Regulations

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock will not be ableis a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell their shares at prices that allow them to recover any or all of their investment. Marketour securities and industry factors may adversely affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.
17
For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price ofinformation for the penny stock held in the account and information on the limited market in penny stock.
There can be no assurance that our common stock regardless of our actual operating performance. Factors that could cause fluctuations in our stock price may include, among other things:


Rule 144

Prior to completion of our operating performance or changesthe Transaction, we were considered a shell company. As a result, we are subject to the provisions of Rule 144(i) which limit reliance on Rule 144 by shareholders owning stock in recommendations by us or any researchanalysts that follow our stock or any failure to meeta shell company. Under current interpretations, unregistered shares issued after we first became a shell company cannot be resold under Rule 144 until the estimates made by research analysts; and
  • Marketfollowing conditions in our industry and the economy as a whole.

    • Common Stock

    We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of December 31, 2010, there were approximately 40 common stock shareholders.

    - 8 -

    met:
    ●we ceased to be a shell company;
    ●we remained subject to the Exchange Act reporting obligations;
    ●we filed all required Exchange Act reports during the preceding 12 months; and
    ●at least one year had elapsed from the time we filed “Form 10 information” reflecting the fact that we had ceased to be a shell company.

    Dividends
    Preferred Stock

    We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.

    Dividends

    We have never paid a dividend on our Common Stock and we currently intend to retain earnings for use in our business to finance operations and growth. Any future determination as to the distribution of cash dividends will depend upon our earnings and financial position at that time and such other factors as the Board of Directors may deem appropriate.


    Securities Authorized for Issuance underUnder Equity Compensation Plans

    The Company does

    We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any equity compensation plans or any individual compensation arrangements with respect to its commonoutstanding stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

    options.


    Recent Sales of Unregistered Securities


    We sold the following equity securities during the fiscal years ended August 31, 2012 and 2013 that were not registered under the Securities Act of 1933, as amended:

    On January 15, 2010,February 7, 2013, and as a condition to the Companyclosing of the Acquisition, we issued a total of 1,800,000750,000 shares of common stock valued at $18,000, to Northeast Professional Planning Group which was approved during the fourth quarterWang Yu Long, a designee of 2009 for services rendered in 2009.

    In the year ending December 31, 2009,Conqueror, pursuant to a subscription agreement dated January 5, 2013 between Conqueror and the Company issued 347,800whereby Conqueror agreed to accept 750,000 shares of common stock in exchange for funds advanced and other loans made by Conqueror to the Company prior to the date thereof in the amount of $160,038. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act and Regulation S thereunder. Wang Yu Long is not a cash investment“US Person” (as defined in Rule 902 of $17,520.

    Regulation S) and the certificate representing the shares issued has been endorsed with a restrictive legend consistent with that exemption.


    Issuer PurchasesOn April 12, 2013, we issued an aggregate of Equity20,155,000 shares of our common stock to the eight former shareholders of Almonds Kisses BVI in connection with the Acquisition in exchange for all of the outstanding shares of capital stock of Almonds Kisses BVI. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities

    Act and Regulation S thereunder. None

    Item. 6. Selected Financial Data

    As of such former shareholders of Almonds Kisses BVI is a "Smaller Reporting Company," we“US Person” (as defined in Rule 902 of Regulation S) and the certificates representing the shares issued to each of them was endorsed with restrictive legends consistent with that exemption.

    18
    Item 6.Selected Financial Data.
    We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information required byunder this item.

    Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    Item 7. Management's DiscussionThe following discussion and Analysisanalysis of Financial Conditionthe results of operations and Results of Operations

    Application of Critical Accounting Practices

    This Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report ending December 31, 2010 and 2009 on Form 10-Kfinancial condition should be read in conjunction with the accompanying Financialconsolidated financial statements of the Company and notes to those financial statements for the years ended August 31, 2013 and 2012, that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward Looking Statements and related notes. Our discussionBusiness sections in this Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and analysissimilar expressions to identify forward-looking statements.

    All amounts are in U.S. Dollars unless otherwise noted.
    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 is 30% owned by ADGS Tax Advisory Limited. 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 financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally acceptedcommon stock, representing in the United States. ("GAAP"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.
    19

    The chart below presents our corporate structure as of the date of this report:

    Our

    ADGS Advisory, Inc.
    (formerly Life Nutrition Products, Inc.),
    a Delaware corporation
    ê 100%
    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 Motion Tech DevelopmentDynamic Golden 
    a Hong Kong corporationa Hong Kong corporation
    Limited, a Hong Kong corporation
    		 Limited, a British Virgin Islands companyLimited, a Hong Kong 
    corporation
    ê 80%
    ADGS Tax Advisory Limited
    a Hong Kong corporation
    Critical Accounting Policies

    While our significant accounting policies are more fully described intheNotes Note 2 to the audited financial statements. The preparation ofour 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 audited consolidated financial statements and related notes have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). The preparation of the consolidated financial statements in accordance with US GAAP requires management of the Company to make a number of estimates and assumptions that affect the reported amounts of assets liabilities, revenues and expenses,liabilities and the related disclosuresdisclosure of contingent assets and liabilities.liabilities at the date of the financial statements and the reported amounts of revenues and   expenses during the reporting year. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-lived assets and valuation allowances for receivables. Actual results could differ from those estimatesestimates.

    The 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 in consolidation.

    As both the Company and its subsidiaries, ADGS Hong Kong and ADGS Tax are under different assumptions or conditions.

    - 9 -


    We review our estimatescommon control, the financial statements of the Company have been presented as if the receipt of assets and assumptionsliabilities 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 subsidiaries.

    20
    The accompanying financial statements are presented on an on-goinga going concern basis.  Although the Company had a working capital surplus of $80,850 at August 31, 2013, the Company had payables in excess of cash and receivables of $2,856,376.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Our estimates are basedcontinuation as a going concern is dependent on our historical experienceability to meet our obligations as they become due, to obtain additional financing as may be required and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but wemaintain profitability. The financial statements do not believe such differences will materially affect ourinclude any adjustments that might result from the outcome of this uncertainty. Our independent registered public accounting firm's report on the financial position or resultsstatements as of operations.

    Overview and Plan of Operation

    We are a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3 Appetite Control and Trim For Life3 Energy Formula.

    In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we are unable to implement the marketing strategy or invest in product expansion. As a result, we may look to explore and identify other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a public company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lead to the Company acquiring additional capital or having the available resources to construct such a deal.

    Results of Operations

    Year ended December 31, 2010 compared to year ended December 31, 2009

    Revenue: Revenue was $168 for the year December 31, 2010 compared to $1,898 for the year ended DecemberAugust 31, 2009,2013, contained an emphasis paragraph regarding our ability to continue as a decreasegoing concern. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain our operations.

    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 $1,730. This decreasean 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

    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.

    Purchased intangible assets and goodwill

    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.
    21
    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. As of August 31, 2013 and August 31, 2012, 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 issued accounting standards not yet adopted

    The Company has reviewed all recently issued, but 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 limited marketing activitiesits operation.

    Trends and expired inventory.

    Uncertainties


    Gross Profit: Gross profitInsofar 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 ($139)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.
    Other key uncertainties include our high leverage and highly variable interest expense.  To date, we have significantly relied upon debt financings to fund our operations.  At August 31, 2012 (audited) and August 31, 2013 (audited), we had outstanding bank loans (excluding bank overdrafts) in the principal amount of $2,524,985 and $2,286,785, respectively.  We also had bank overdrafts of $744,077 as of August 31, 2013.  Interest expense from bank loans and overdrafts (excluding capital lease interest) for the year ended DecemberAugust 31, 20102013 was $151,872 and for year ended August 31, 2012 was $47,332.  Such loans are primarily term loans with maturity dates ranging from November 2013 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 obligations.  See “Risk Factors” elsewhere in this report for further discussion of these uncertainties and others.
    In addition to the foregoing, as of August 31, 2013, advances to shareholder total $418,658. See “Certain Relationships and Related Transactions, and Director Independence” elsewhere herein. The advances to shareholder 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 shareholder 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 February 28, 2014. The foregoing represents another key uncertainty since no assurance can be made that such advances will be repaid on or before February 28, 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.
    22

    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 expenses

    Our operating expenses consist of direct cost of revenue, general and administrative expenses.

    Direct cost of revenue

    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.

    General and administrative expenses

    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.

    Year Ended August 31, 2013 compared to $1,898Combined Results for the Year Ended August 31, 2012

    The following table presents the consolidated statements of operations of the Company for the year ended DecemberAugust 31, 2009, a decrease $2,037. This decrease in gross profit is2013 (“Y2013”) as compared to the year ended August 31, 2012  (“Y2012”).
      For the year ended August 31, 2013  For the year ended August 31, 2012 
             
    Revenue $3,198,160  $1,705,024 
    Less: Operating expenses        
    Direct cost of revenue  (1,425,678)  (1,308,729)
    General and administrative expenses  (842,932)  (544,710)
    Operating profit/(loss)  929,550   (148,415)
    Other income  2,494   - 
    Other expenses  (154,947)  (47,754)
    Net profit/(loss)  777,097   (196,169)
    Income tax expenses  (152,300)  - 
    Other comprehensive income  (10,395)  28 
    Total comprehensive income/(loss)  614,402   (196,141)
    Comprehensive loss attributable to non-controlling interests  22,813   22,684 
    Comprehensive income/(loss) attributable to Almonds Kisses $637,215  $(173,457)
    23
    Revenue

    Our business for the Y2013 expanded rapidly. We recorded of $3.2 million for Y2013, representing an increase of $1.5 million as compared to the results of $1.7 million for Y2012. The increase was primarily due to the sales decreaseincrease of revenue stream in corporate restructuring, insolvency services and the inventory impairmentmulti-disciplinary advisory services and a steadily growth in accounting and corporate services..

    Selling,

    General and Administrative Expenses: Selling,administrative expenses
      For the year ended August 31, 2013  For the year ended August 31, 2012  % change 
                 
    Revenue $3,198,160  $1,705,024   +88%
    Less: Operating expenses            
    Direct cost of revenue  (1,425,678)  (1,308,729)  +9%
    General and administrative expenses  (842,932)  (544,710)  +55%
    Operating profit/(loss) $929,550  $(148,415)  +726%

    The significant increase in general and administrative expenses were $25,193is mainly caused by the increase of revenue stream in our services which led to more general and administrative expenses incurred.

    Other expense

    Other expense represents the interest expense for the year ended December 31, 2010 comparedbank loans of $154,947 and $47,754 in Y2013 and Y2012 respectively. The increase in the amount is mainly caused by the increase in bank overdrafts of $0.7m made to $54,577 for the year ended December 31, 2009, a decreaseCompany in Y2013.

    Other comprehensive income

    Other comprehensive income represents the foreign currency translation adjustment of $29,384 due to reduced payroll costs as well as professional fees.

    Other Income (Expense): Other income (expense) was ($339) for$10,395 and $28 in Y2013 and the year ended December 31, 2010 compared to $0 for the year ended December 31, 2009 due to 5% accrued interest on a $55,000 loan payable to Conqueror Group Limited.

    Impact of Inflation

    Inflation has not had a material effect on our results of operations.

    Y2012 respectively.

    Liquidity and Capital Resource

    Net cash used in operating activities was ($15,293) for the year ended December 31, 2010, compared to ($18,657) for the year ended December 31, 2009. This decrease in cash used relates to inventory and net losses offset by stock-based compensation.

    Resources


    The Company's net cash provided by financing activities was $10,900 for the year ended December 31, 2010 compared to net cash provided by financing activities of $23,118 for the year ended December 31, 2009. The decrease was due to the capital needs of the Company. As of DecemberAugust 31, 2010 there is a promissory note2013, we had cash on hand of $55,000 outstanding.$164,314, which represented an increase of $35,313 from $129,001 as of August 31, 2012, other current assets of $1,452,763, and other current liabilities of $1,391,113. Working capital was $225,964 and the ratio of current assets to current liabilities was 1.2 to 2 as of August 31, 2013.


    As of DecemberAugust 31, 2010, the Company2013 we had $68 in cash. It is meeting its working capital needs by relying upon the proceedslong term debt of $3,453,612, which represented an increase of $1,843,035 from stock issuances.

    - 10 -


    In the year ending December$1,610,577 as of August 31, 2009, the Company issued 347,800 common stock shares in the2012; total amountassets of $17,520.

    Obligations are being met on a month-to-month basis$4,765,877 as cash becomes available. There can be no assurances that the Company's present cash flow will be sufficientof August 31, 2013 representing an increase of $2,893,621 from $1,872,256 as of August 31, 2012. The ratio of long term debts to meet current and future obligations. The Company has incurred losses since its inception, and continuestotal assets was 0.7 to require additional capital to fund operations and meet SEC requirements1 as of being a publicly held company. As such, the CompanyAugust 31, 2013.


    's ability to pay its already incurred obligations is mostly dependent on the Company achieving its revenue goals or raising additional capital in the form of equity or debt. These mattersconditions raise substantial doubt as toabout the Company'sCompany’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 to attain profitability. The financial statements do not include any adjustments relatingadjustment that might result from the outcome of this uncertainty. Our management plans to continue its efforts to raise funds through debt or equity in the near future to sustain its operations.
    24

    The following is a summary of cash provided by or used in each of the indicated type of activities during the year ended August 31, 2013 and 2012, respectively:
      For the year ended August 31, 2013  For the year ended August 31, 2012 
    Cash provided by (used in):      
    Operating activities $1,054,287  $(17,320)
    Investing activities  (1,926,451)  (94,800)
    Financing activities  907,202   230,231 
    Effect of change of exchange rates  275   (17)
             
    Cash, beginning of period  129,001   10,907 
    Cash, end of period $164,314  $129,001 

    Net cash provided by operating activities was $1,054,287 for the year ended August 31, 2013, as compared to net cash used in operating activities of $17,320 for Y2012. The increase was mainly due to a net profit of $624,625, deferred revenue of $580,241, income tax payable of $192,075 and accrued liabilities of $192,075, offset by accounts receivable of $(564,561). The decrease in Y2012 was mainly due to a net loss of $(196,169), a $(27,320) utility and other deposits increase driven by moving to a new office, and an increase of $(18,518) prepaid expenses for the Company’s transaction pursuant to the recoveryShare Exchange Agreement, offset by amortization of intangible assets adjustments of $179,496.

    Net cash used in investing activities was $(1,926,451) in Y2013, as compared to net cash used in investing activities of $94,800 for Y2012. The increase was mainly due to the purchase of property and classificationequipment which amounted to $1,935,864.
    Net cash provided by financing activities was $907,202 in Y2013, as compared to $230,231 in Y2012.  The increase in Y2013 was primarily caused by repayment of recordedrelated party advances (shareholder) of $4,655,559, advances received from the same related party of $750,445 in Y2013, bank loans of $1,230,111 and bank overdrafts of $744,077, offset by related party advances of $(4,831,702) and repayment of bank loans of $(1,483,361).  The decrease in Y2012 was primarily caused by repayment of related party advances of $3,951,854, bank loans of $2,571,199 and income received on behalf of the Company of $348,897, offset by related party advances of $(6,591,003). 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 which date has been revised to February 28, 2014.

    The Company had bank loans with outstanding principal of $2.3 million as of August 31, 2013 and $2.5 million as of August 31, 2012. Summary of total bank loans is as follows:
    Nature of loans Terms of loans 
    Outstanding
    loan amount
    		 
    Current annualized
    interest rate
    		 Collateral
              
    Term loan Ranging from 1 year to 25 years $2,286,785 
    Ranging from annual rate
    from 0.38% to 6.98%
    		 
    Property and
    personal guarantee from related party and third party
              
        $
    2,286,785
    		    

    The valuations for the above collaterals on August 15, 2013 were approximately $3.7m while the total outstanding loan amount was approximately $2.3m.
    25

    The Company had assets held under capital leases, which represent leases of motor vehicle. The cost of motor vehicle under capital lease was $154,040 at August 31, 2013. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of August 31, 2013 are as follows:
      Amount 
    Year ending August 31,   
    2014 $27,345 
    2015  27,345 
    Thereafter  65,442 
    Total minimum lease payment $120,132 
    Less: Imputed interest  (8,051)
    Present value of net minimum lease payments $112,081 
    Less: Current maturities of capital leases obligations  (23,775)
    Long-term capital leases obligations $88,306 
    Material capital expenditure commitments

    We anticipate that we will require a high level of capital expenditure in the foreseeable future to fund our future growth. We intend to fund our capital expenditures and future acquisitions out of internal sources of liquidity and/or through access to additional financing from external sources. Currently, the amountsCompany has not entered into any agreements for any potential acquisitions. As a result, there are no material capital expenditure commitments as of August 31, 2013.

    Contractual Obligations
    The following table sets forth information regarding the Company's contractual payment obligations excluding the bank overdrafts of $0.7 million as of August 31, 2013.
         Payment due by period 
    Contractual obligations Total  < 1 year  1 - 3 years  3 - 5 years  > 5 years 
                    
    Borrowing:               
    - Capital lease $120,132  $27,345  $54,690  $38,097  $- 
    - Bank loan  2,286,785   107,548   232,556   169,745   1,776,936 
    - Loan from a related party  750,726   -   -   750,726   - 
                         
    Operating lease obligation:                    
    - Office rental  228,276   134,105   94,171   -   - 
      $3,385,919  $268,998  $381,417  $958,568  $1,776,936 
    26

    Off-Balance Sheet Arrangement

    There are no off-balance sheet arrangements between us and classificationsany other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of liabilitiesoperations, liquidity, capital expenditures or capital resources that is material to shareholders.

    We 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.

    We may be necessaryexposed to interest rate risk in relation to the eventbank loans we maintain. The interest rate risk is managed by the Directors of the Company on an ongoing basis with the primary objective of limiting the extent to which interest expense could be affected by adverse movement in interest rates. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Company’s post-tax profit for the year ended August 31, 2013 would increase/decrease by US$8,105 as compared with the combined post-tax profit for the year ended August 31, 2012.

    Item 7AQuantitative and Qualitative Disclosures About Market Risk.
    We are a smaller reporting company cannot continue in existence.

    Off-Balance Sheet Financings

    None

    Critical Accounting Policies

    The Company's financial statementsas defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are preparednot required to provide the information under this item


    Item 8.Financial Statements and Supplementary Data.

    See the accrual methodFinancial Statements annexed to this report.
    Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    Effective as of accounting. Revenues will be recognized inApril 29, 2013, the period the services are performed and costs are recorded in the period incurred rather than paid.

    Impact of Recent Accounting Pronouncements

    See Note 2. "Summary of Significant Accounting Policies"Company engaged Union Power HK CPA Limited (“Union Power HK”) as its principal independent accountants to audit the financial statements of the Company. Union Power HK replaces Wei, Wei & Co., LLP, which firm was dismissed as the principal independent accountants of the Company effective as of April 29, 2013. The Company’s Board of Directors considered the matter and approved the change in the Company’s principal independent accountants.


    During the Company’s two most recent fiscal years preceding the dismissal of the former accountants and any subsequent interim period preceding the date hereof, there were no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its report.

    During the Company’s two most recent fiscal years preceding the dismissal of the former accountants and any subsequent interim period preceding the date hereof, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
    27
    Item 9A.Controls and Procedures.
    Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2013, these disclosure controls and procedures were effective to ensure that all information required to be disclosed by us in the reports that we 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

    There have been no material changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

    Management’s Annual Report on Internal Control over Financial Reporting

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

    Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

    Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was effective as of August 31, 2013.

    This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this Form 10-K.

    Item 7A Quantitativeannual report.

    Item 9B.Other Information.

    Not applicable.
    28
    PART III
    Item 10.Directors, Executive Officers and Corporate Governance.

    Directors and Qualitative Disclosure About Market Risks

    We do not hold instrumentsExecutive Officers


    Set forth below are our present directors and executive officers. Note that there are sensitiveno other persons who have been nominated or chosen to changes in interest rates, foreign currency exchange ratesbecome directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or commodity prices. Therefore, we believe that weunderstandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are not materially exposedelected to market risks resulting from fluctuations from such rates or prices.

    - 11 -

    serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.

    NameAgePosition
    Has Served as
    Director Since
    Item 8. Financial Statements  
    Li Lai Ying57Chairman, Chief Executive Officer, Secretary and DirectorApril 2013
                                                      LIFE NUTRITION PRODUCTS, INC.  
                                                   FINANCIAL STATEMENTSTso Yin Yee38Chief Operating Officer and DirectorApril 2013
      
                                                     DECEMBER 31, 2010 AND 2009Tong Wing Shan36Chief Financial Officer-
      
    Pang Yiu Kwong50DirectorApril 2013
    The following sets forth information about our directors and executive officers:
    Li Lai Ying has been our Chairman of the Board, Chief Executive Officer, Secretary and a Director since April 2013. From April 2013 to November 2013, she was also our Chief Financial Officer. She has been Chief Executive Officer of ADGS Hong Kong since April 2011. She will be responsible for the strategic planning, overall operation of the Company and will oversee the financial reporting matters for the Company. Ms. Li has served as a Director of Rodney Engineering Company Limited (“Rodney”) since 1980 which company provides construction auditing and construction management services. Ms. Li holds overall responsibility of Rodney for daily operation and management. She has over 30 years experience in project management and construction auditing. Ms. Li’s leadership experience and knowledge were important qualifications considered in designating her for appointment to the Board. In addition, as the Chief Executive Officer, her presence on the Board will assist the Board in remaining informed regarding the operations of the Company and the progress on business plans.

    Tso Yin Yee has been our Chief Operating Officer and a Director since April 2013. She has been Chief Operating Officer and a Director of ADGS Hong Kong since April 2011. She will oversee the daily business operations of the Company. Ms. Tso is a Practicing Certified Public Accountant in Hong Kong since January 2005 and received her bachelor’s degree in accountancy from the Hong Kong Polytechnic University. From May 2006 to March 2011, she was a Director of Honest Joy Accounting Service Co., Ltd. Ms. Tso is an experienced insolvency practitioner being appointed as Joint and Several Provisional Liquidator under Panel ‘T’ by Official Receiver’s Office under Government of Hong Kong Special Administrative Region for the period of 24 months from January 1, 2012 to December 31, 2013. This background and Tso Yin Yee’s experiences as a professional in accountancy and insolvency led to the conclusion that she should serve as a director of the Company.

    Tong Wing Shan, Michelle has been our Chief Financial Officer since November 2013 and has been a director of Almonds Kisses BVI, the Company’s wholly owned subsidiary since its inception in March 2011, and a director of ADGS Advisory Limited, a Hong Kong corporation and the Company’s indirect wholly owned subsidiary, since its inception in April 2011. In addition, since 2005, she has been a Manager and Chief Financial Officer of Eugenics Add Centre for Education, an organization located in Hong Kong which provides tutoring services to primary and secondary school students. From 2000 to 2005, she was Finance Manager of Rodney Engineering Company Limited, a Hong Kong corporation which provides engineering services.
    29

    Pang Yiu Kwong has been our Director since April 2013. Mr. Pang is a practicing member of Hong Kong Law Society since November 1999 and has been an attorney with Michael Pang & Co. in Hong Kong since April 2004. Mr. Pang is an experienced insolvency practitioner being appointed as Joint and Several Provisional Liquidator under Panel ‘T’ by Official Receiver’s Office under Government of Hong Kong Special Administrative Region for the period of 24 months from January 1, 2012 to December 31, 2013. This background and Pang Yiu Kwong’s experiences as a professional in law and in insolvency work led to the conclusion that he should serve as a director of the Company.

    There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become directors, except that Tong Wing Shan is the daughter of Li Lai Ying, the Company’s Chairman, Chief Executive Officer and Secretary. Li Lai Ying is also the mother of Tong Wing Yee, who along with Tong Wing Shan are the two largest shareholders of the Company. Both Tong Wing Shan and Tong Wing Yee are directors of the Company’s subsidiaries, Almonds Kisses BVI and ADGS Hong Kong, and Tong Wing Yee is also a director of ADGS Tax and Dynamic Golden Limited.

    Involvement in Certain Legal Proceedings

    To the knowledge of the Company, none of the directors, executive officers, or persons nominated or chosen by us to become directors has been personally involved in any legal proceedings as defined in Section 401 of Regulation S-K in the past ten years.

    Audit Committee Financial Expert

    We do not have an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K, serving on our audit committee because we have no audit committee and are not required to have an audit committee because we are not a listed security.

    Compliance with Section 16(a) of the Exchange Act

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than ten percent of the Company’s Common Stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of Common Stock of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

    Based solely on the Company’s review of such forms received by it, or written representations from certain of such persons, the Company believes that, with respect to the year ended August 31, 2013, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.

    Code of Ethics

    The Board of Directors has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which is designed to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure; and compliance with applicable laws, rules and regulations. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Company at its executive offices, Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR.

    Insider Transactions Policies and Procedures
    We do not currently have an insider transaction policy.

    Board Committees

    We do not have an audit, compensation, nominating or other committees of the Board of Directors.
    30
    Item 11.Executive Compensation.

    The following summary compensation table set forth information concerning the annual and long-term compensation paid by the Company to its executive officers for services in all capacities to the Company for the fiscal years ended August 31, 2013 and August 31, 2012. Prior to the Acquisition, Life Nutrition Products, Inc. did not pay any cash or other compensation to its executive officers for the years ended December 31, 2012 and December 31, 2011.
    Summary Compensation Table
    Name and Principal Position Year 
    Salary
    ($)
    		  
    Bonus
    ($)
    		  
    Stock
    Awards
    ($)
    		  
    Option
    Awards
    ($)
    		  
    Non-Equity Incentive Plan Compensation
    ($)
    		  
    Nonqualified
    Deferred Compensation
    Earnings
    ($)
    		  
    All Other Compensation
    ($)
    		  Total 
                                       
    Li Lai Yang 2013 $0  $0  $0  $0  $0  $0  $0  $0 
    Chief Executive Officer 2012 $0  $0  $0  $0  $0  $0  $0  $0 
                                       
    Tso Yin Yee 2013 $116,048  $0  $0  $0  $0  $0  $0  $116,048 
    Chief Operating Officer 2012 $86,015  $0  $0  $0  $0  $0  $0  $86,015 

    Each of Ms. Li and Ms. Tso are employed as executive officers of the Company on an at-will basis, although it is expected that employment agreements may be entered into with each of them in the near term.

    In addition, Tong Wing Shan who became Chief Financial Officer in November 2013 is employed as an executive officer of the Company on an at-will basis, although it is expected that an employment agreement will be entered into with her in the near term.

    Compensation of Directors

    We did not pay and cash or other compensation to our directors for the fiscal years ended August 31, 2013 and August 31, 2012.

    Outstanding Equity Awards at Fiscal Year End
    For the fiscal year ended August 31, 2013, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.
    Indebtedness of Management

    See Part III, Item 13 “Certain Relationships and Related Transactions, and Director Independence” for information on shareholder advances with Tong Wing Shan. Other than the foregoing, no member of management was indebted to the Company during its last fiscal year.
    31

    Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    The following table sets forth, as of December 15, 2013, certain information with regard to the record and beneficial ownership of the Company’s Common Stock by (i) each stockholder owning of record or beneficially 5% or more of the Company’s Common Stock, (ii) each director of the Company, (iii) the Company’s Chief Executive Officer and other executive officers, if any, of the Company whose total compensation was in excess of $100,000 (the “named executive officers”), and (iv) all executive officers and directors of the Company as a group. Except as indicated in the footnotes to the table below, the address of each of the beneficial owners named in the table below is in care of our company, Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is based upon 25,000,000 shares of common stock outstanding as of December 15, 2013. Shares of common stock have one vote per share.
    Name and Address 
    Shares
    Owned
    		  
    Percent of
    Class(1)
    		 
             
    Tong Wing Shan  9,069,750   36.3%
             
    Tong Wing Yee  9,069,750   36.3%
             
    Li Lai Ying  0(2)  0%
             
    Tso Yin Yee  655,037   2.6%
             
    Pang Yiu Kwong  503,875   2.0%
             
    All Directors & Officers as a Group (4 persons)  10,228,662   40.9%
    _______________
    (1)Based upon 25,000,000 issued and outstanding shares of common stock.

    (2)Does not include shares owned by Tong Wing Shan and Tong Wing Yee, daughters of Li Lai Ying.

    Item 13.Certain Relationships and Related Transactions, and Director Independence.
    Except as indicated below, since September 1, 2012, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party: (i) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years; and (ii) in which any director, executive officer, shareholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

    Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

    As of August 31, 2011, there was $2,051,460 due to shareholder representing amounts which had been previously advanced to the Company by Tong Wing Shan, one of the two largest principal shareholders of the Company and former principal shareholder of Almonds Kisses (BVI). Such amount was paid to Tong Wing Shan in fiscal 2012. In addition, during fiscal 2012, advances were made by the Company to Tong Wing Shan in the amount of $4,539,543 of which $4,300,751 was repaid by Tong Wing Shan by August 31, 2012. As of August 31, 2012, the balance due from Tong Wing Shan was $241,036. At August 31, 2013, the balance due from Tong Wing Shan was $418,658 with $4,831,702 have been advanced during fiscal 2013 and $4,655,559 being repaid. The advances to shareholder represent unsecured, non-interesting bearing loans without fixed repayment terms. Although there was no binding obligation on the part of the shareholder to repay such loans, Tong Wing Shan previously informally agreed to repay such amounts on or before November 1, 2013 which date has been revised to February 28, 2014.
    32

    On August 30, 2013, Tong Wing Shan made an interest free, unsecured loan to the Company in the principal amount of $750,726 in order to provide the Company with certain funds needed to complete the purchase of the outstanding capital stock of Motion Tech Development Limited. Such loan is payable on August 30, 2017.

    During fiscal 2013, there were subcontracting fees paid to related parties in the amount of $107,534 which consisted of amounts paid to Tso Yin Yee, the Company’s Chief Operating Officer, and a company controlled by Pang Yiu Kwong, a director, for services rendered. The amount paid to Tso Yin Yee is included in the Summary Compensation Table. See Part III, Item 11.

    Director Independence

    Our board of directors currently consists of three members. They are Li Lai Ying, Tso Yin Yee and Pang Yiu Kwong and none of them is an independent director. We have determined that they are not independent directors using the general independence criteria set forth in the Nasdaq Marketplace Rules.
    Item 14.Principal Accountant Fees and Services.

    The following is a summary of the fees billed to us by the principal accountants to the Company for professional services rendered for the fiscal years ended August 31, 2013 and August 31, 2012:
    Fee Category 2013 Fees  2012 Fees 
           
    Audit Fees $118,627  $0 
    Audit Related Fees $7,994  $0 
    Tax Fees $0  $0 
    All Other Fees $0  $0 
             
    Total Fees $126,621  $0 

    Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.
    Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.

    Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

    All Other Fees. Consists of fees for product and services other than the services reported above.

    Pre-Approval Policies and Procedures

    Prior to engaging its accountants to perform a particular service, the Company’s Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.
    33
    PART IV
    Item 15.Exhibits and Financial Statement Schedules.

    The following documents are filed as part of this report:

    (1)           Financial Statements

    Financial Statements are annexed to this report.

    (2)           Financial Statement Schedules

    No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the financial statements or notes thereto.
    (3)           Exhibits
    Incorporated by
    Reference
                                               TABLE OF CONTENTSExhibitDescriptionFiled HerewithFormFiling Date
    2.1Share Exchange Agreement whereby Life Nutrition Products, Inc. merged with and into Life Nutrition Products, LLC on or about September 24, 2007S-107/21/2008
    3.1Certificate of IncorporationS-107/21/2008
    3.2Certificate of Amendment filed with the Secretary of State of Delaware effective on July 19, 2013 FILED 7/19/138-K07/19/2013
    3.3By-lawsS-107/21/2008
    4.1Specimen of Common Stock CertificateS-107/21/2008
    10.1Share Exchange Agreement dated as of September 7, 2010 by and among Life Nutrition Products, Inc., Conqueror Group Limited and Acumen Charm Ltd.8-K09/08/2010
    10.2Share Exchange Agreement dated as of December 7, 2012 by and among Life Nutrition Products, Inc., ADGS Advisory Limited and ADGS Advisory (Holding) Limited8-K12/13/2012
    10.3Amendment to Share Exchange Agreement dated as of March 28, 20138-K04/04/2013
    10.4Extension Agreement dated as of March 28, 20138-K04/04/2013
    10.5Banking Facilities Agreement with Shanghai Commercial Bank dated September 26, 20128-K/A08/30/2013
    34
    10.6Banking Facilities Agreement with Hang Seng Bank dated June 20, 20128-K/A08/30/2013
    10.7Lease Agreement (Financing Agreement) with Hitachi Capital (HK) Ltd. dated June 29, 20128-K/A08/30/2013
    10.8Banking Facilities Agreement DBS Bank (Hong Kong) Limited dated July 31, 20128-K/A08/30/2013
    10.9Agreement for Sale and Purchase of Shares of Vantage Advisory Limited dated January 4, 20138-K/A08/30/2013
    10.10Agreement for Sale and Purchase of Shares dated October 20, 2013 between Li Hon Lun and Almonds Kisses Limited8-K10/23/2013
    14.1Code of EthicsS-107/21/2008
    21.1List of SubsidiariesX  
     PAGE
    31.1Certification 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)X 
     
    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)X
     Report
    32.1Certification pursuant to Section 906 of independent registered public accounting firm the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)13X 
     Balance sheets 14 
    101 *The following financial information from our Annual Report on Form 10-K for the year ended August 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of operations Operations, (iii) the Consolidated Statement of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements*15X
    __________________
    *In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this annual report on Form 10-K 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.
    35
    SIGNATURES
    Pursuant to the requirements of Section 13 or 15(d) 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)
    		 
     Statement of stockholders' (deficit) 16 
    Dated: December 24, 2013
    		By:/s/ Li Lai Ying
    Li Lai Ying
    Chief Executive Officer
    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
    SignatureTitleDate
    /s/ Li Lai Ying
    Chief Executive Officer, Chairman of the Board,
    		December 24, 2013
    Li Lai Ying
    Secretary and Director (Principal Executive Officer)
    /s/ Tong Wing ShanChief Financial OfficerDecember 24, 2013
    Tong Wing Shan(Principal Financial Officer)
    /s/ Tso Yin Yee
    Chief Operating Officer and Director
    		December 24, 2013
    Tso Yin Yee
    /s/ Pang Yiu KwongDirectorDecember 24, 2013
    Pang Yiu Kwong
    36
    ADGS ADVISORY, INC.
    CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED AUGUST 31, 2013 AND 2012
    F-1
    ADGS ADVISORY, INC.
    CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED AUGUST 31, 2013 AND 2012
    CONTENTSPages
    Report of Independent Registered Public Accounting FirmF-3
    Consolidated Balance Sheets as of August 31, 2013 and 2012F-4
    Consolidated Statements of cash flows Operations for the years ended August 31, 2013 and 201217F-5 
     
    Consolidated Statements of Comprehensive Income for the years ended August 31, 2013 and 2012F-6
    Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2013 and 2012F-7
    Consolidated Statements of Cash Flows for the years ended August 31, 2013 and 2012F-8
    Notes to financial statements the Consolidated Financial Statements18F-9 - F-30 

    - 12 -

    F-2


    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and

    TO THE SHAREHOLDERS AND THE BOARD OF
    DIRECTORS OF ADGS ADVISORY, INC.

    Stockholders of Life Nutrition Products, Inc.

    We have audited the accompanying consolidated balance sheets of Life Nutrition Products,ADGS Advisory, Inc. (collectively the “Company”) as of DecemberAugust 31, 20102013 and 2009,2012, and the related consolidated statements of operations, stockholders' deficit,comprehensive income, statement of changes in stockholders’ equity, and cash flows for eachthe year ended August 31, 2013 and 2012. These consolidated financial statements are the responsibility of the years in the two-year period ended December 31, 2010. Life Nutrition Products, Inc.'s management is responsible for these financial statements.Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.


    We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Life Nutrition Products,ADGS Advisory, Inc. as of DecemberAugust 31, 20102013 and 2009,2012 and the consolidated results of its operations and its consolidated cash flows for each of the years in the two-year periodyear ended DecemberAugust 31, 20102013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

    The accompanying consolidated financial statements for December 31, 2010 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, the Company has incurred substantial accumulated deficitsis highly leveraged and operating losses.is dependent on debt financings to fund its operations. These factorsconditions raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. Management's plan in regards toManagement’s plans regarding these matters isare also discusseddescribed in Note 1.2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

    this uncertainty.

    /s/ Friedman LLP

    Marlton, New JerseyUNION POWER HK CPA LIMITED


    April 15, 2011

    UNION POWER HK CPA LIMITED
    Certified Public Accountants
    Hong Kong, People Republic of China
    December 24, 2013
    F-3
                                                                                                                                                                       -13-


    Life Nutrition Products, Inc.
    Balance Sheets
     
     
     December 31,  
     2010  2009 
    Assets    
    Current Assets    
                Cash$                                68 $                  4,461 
             Inventory -  307 
             Prepaid rent                            - 6,000 
                       Total Current Assets 68  10,768 
     
    Property and Equipment, net 900  2,132 
                        Total Assets $                            968 $              12,900 
     
    Liabilities and Stockholders' Deficit    
     
    Current Liabilities    
             Accounts payable and accrued expenses $                        2,839 $                18,000 
             Note payable 55,000  - 
             Officer loans payable 16,768  5,598 
                       Total Current Liabilities 74,607  23,598 
     
                       Total Liabilities 74,607  23,598 
     
    Stockholders' Deficit    
             Preferred stock, $0.0001 par value, 2,000,000 authorized,    
                       none issued and outstanding -  - 
     
             Common stock $0.0001 par value, 50,000,000 authorized, 1,688  1,608 
                       16,877,900 and 16,082,800 issued and outstanding as of    
                       December 31, 2010 and 2009    
     
             Additional paid-in-capital 460,533  497,883 
             Accumulated deficit                       (535,860)               (510,189) 
                       Total Stockholders' Deficit                        (73,639)                 (10,698) 
              Total Liabilities and Stockholders' Deficit $                            968 $                12,900 
     
     
    The accompanying notes are an integral part of these financial statements.

    - 14 -


    Life Nutrition Products, Inc.
    Statements of Operations
                                   Years Ended December 31, 
      2010                             2009 
    Revenue $                     168                        $                 1,898                 
             Cost of Revenues   307 - 
                       Gross Profit (Loss)  (139) 1,898 
    Operating Expenses    
             Selling, General and Administrative  25,193       54, 577       
                       Loss from operations  (25,332)                      (52,679) 
                     Interest expense      (339)               -             
    Net Loss attributable to shareholders $                   (25,671)                     $                  (52,679)                    
    Weighted Average Shares of Common Stock Outstanding-Basic and 
    Diluted 17,689,867  14,492,096 
    Net Loss per Basic and Diluted Common Share $                     (0.00)                       $                    (0.00)              

    ADGS ADVISORY, INC.
    CONSOLIDATED BALANCE SHEETS
    (IN US DOLLARS)

    The accompanying

      
    August 31,
    2013
    		  
    August 31,
    2012
    		 
         (A) 
    Assets      
           
    Current assets      
    Cash $164,314  $129,001 
    Restricted cash  129,312   - 
    Accounts receivable  564,773   - 
    Other receivables  130,835   - 
    Due from a related party  418,658   241,036 
    Prepaid expenses  64,071   18,518 
    Total current assets  1,471,963   388,555 
             
    Non-current assets        
    Property and equipment, net  2,088,690   93,350 
    Equity-method investment  371,096   379,693 
    Intangible assets  793,840   974,359 
    Utility and other deposits  40,288   36,299 
    Total non-current assets  3,293,914   1,483,701 
             
    Total assets $4,765,877  $1,872,256 
             
    Liabilities and stockholders' equity        
             
    Current liabilities        
    Assets held under capital lease $23,775  $9,615 
    Accrued liabilities  218,242   25,937 
    Deferred revenue  145,114   - 
    Income tax payable  152,357   - 
    Bank overdraft  744,077   - 
    Bank loans - current portion  107,548   919,392 
    Total current liabilities  1,391,113   954,944 
             
    Non-current liabilities        
    Deferred revenue, net of current portion  435,343   - 
    Bank loans - net of current portion  2,179,237   1,605,593 
    Assets held under capital lease, net of current portion  88,306   4,984 
    Loan from a related party  750,726   - 
    Total non-current liabilities  3,453,612   1,610,577 
             
    Total liabilities  4,844,725   2,565,521 
             
    Commitments and contingencies        
             
    Stockholders' equity/(deficit)        
    Preferred stock, $0.0001 par value per share, 2,000,000 authorized, none issued and outstanding  -   - 
    Common stock,        
    Common stock, $0.0001 par value per share, 50,000,000 shares authorized, 4,095,000 shares issued and outstanding as of August 31, 2012 and 25,000,000 issued and outstanding as of August 31, 2013  2,500   410 
    Additional paid in capital  (2,500)  (410)
    Retained earning/(accumulated deficit)  67,868   (579,757)
    Accumulated other comprehensive (loss)/income  (10,364)  31 
    Total ADGS Advisory, Inc. stockholders' equity/(deficit)  57,504   (579,726)
             
    Non-controlling interests  (136,352)  (113,539)
             
    Total liabilities and stockholders’ equity/(deficit) $4,765,877  $1,872,256 
    (A)Represents the consolidated balance sheets of Almonds Kisses Limited and subsidiaries (the “Accounting Acquirer”) (See note 1)
    See notes are an integral partto consolidated financial statements.
    F-4
    ADGS ADVISORY, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (IN US DOLLARS)

      Year ended August 31, 
      2013  2012 
         (A) 
           
    Revenue $3,198,160  $1,705,024 
             
    Less: Operating expenses:        
    Direct cost of revenue  (1,425,678)  (1,308,729)
    General and administrative expenses  (842,932)  (544,710)
    Total operating expenses  (2,268,610)  (1,853,439)
             
    Operating profit/(loss)  929,550   (148,415)
             
    Other income:        
    Bank interest received  321   - 
    Other income  2,173   - 
             
    Other expense:        
    Interest expenses  (154,947)  (47,754)
             
    Profit/(loss) before income taxes  777,097   (196,169)
             
    Less: Income tax expense  (152,300)  - 
             
    Net profit/(loss) before allocation of non-controlling interest $624,797  $(196,169)
             
    Net loss attributable to non-controlling interest  22,828   22,684 
             
    Net profit/(loss) attributable to common stockholders $647,625  $(173,485)
             
    Earnings/(loss) per share        
    - Basic and diluted $0.05  $(0.04)
             
    Weighted average common shares outstanding        
    - Basic and diluted  12,252,562   4,095,000 

    (A)Represents the consolidated statement of income of Almonds Kisses Limited and subsidiaries (the “Accounting Acquirer”) (See note 1)
    See notes to consolidated financial statements.
    F-5
    ADGS ADVISORY, INC.
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    (IN US DOLLARS)
      Year ended August 31, 
      2013  2012 
         (A) 
           
    Net profit/(loss) $624,797  $(196,169)
             
    Other comprehensive (loss)/income        
    Foreign currency translation adjustment  (10,395)  28 
             
    Comprehensive income/(loss)  614,402   (196,141)
             
    Comprehensive loss attributable to non-controlling interest  22,813   22,684 
             
    Comprehensive income/(loss) attributable to ADGS Advisory, Inc. $637,215  $(173,457)

    (A)Represents the consolidated statement of comprehensive income of Almonds Kisses Limited and subsidiaries (the “Accounting Acquirer”) (See note 1)

    See notes to consolidated financial statements
    F-6
    ADGS ADVISORY, INC.
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
    (IN US DOLLARS)
      
    Preferred shares with US$0.0001 Par Value
    		  
    Common Stock, with
    US$0.0001 Par Value
    		  
    Additional
    paid-in
    		  
    Accumulated Other
    Comprehensive
    		  Retained Earnings/  Non-    
      Number of Shares  Amount  Number of Shares  Amount  capital Amount  
    (loss)/
    income
    		  (Accumulated Deficit)  controlling Interest  
    Total
    Equity
    		 
                                
    Balance as of August 31, 2011  -   -   4,095,000  $410  $(410) $3  $(406,272) $(93,164) $(499,433)
    Capital increased in non-controlling interest  -   -   -   -   -   -   -   2,309   2,309 
    Net loss  -   -   -   -   -   -   (173,485)  (22,684)  (196,169)
    Foreign translation gain  -   -   -   -   -   28   -   -   28 
    Balance as of August 31, 2012  -   -   4,095,000  $410  $(410) $31  $(579,757) $(113,539) $(693,265)
                                         
    Balance as of August 31, 2012  -   -   4,095,000  $410  $(410) $31  $(579,757) $(113,539) $(693,265)
    Shares issued to settle notes payable and accrued liabilities as part of recapitalization during April 2013  -   -   750,000   75   (75)  -   -   -   - 
    Shares issued to Almond Kisses shareholders  -   -   20,155,000   2,015   (2,015)  -   -   -   - 
    Net profit/(loss)  -   -   -   -   -   -   647,625   (22,828)  624,797 
    Foreign translation loss  -   -   -   -   -   (10,395)  -   15   (10,380)
                                         
    Balance as of August 31, 2013  -   -   25,000,000   2,500   (2,500) $(10,364) $67,868  $(136,352) $(78,848)

    (A)Represents the consolidated statement of changes in stockholders’ equity of Almonds Kisses Limited (the “Accounting Acquirer”) (See note 1)

    See notes to consolidated financial statements.
    F-7
    ADGS ADVISORY, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (IN US DOLLARS)
      
    For the year ended
    August 31,
    		 
      2013  2012 
         (A) 
    Cash flows from operating activities:      
    Net profit/(loss) $647,625  $(173,485)
    Less: Net loss attributable to non-controlling interest  (22,828)  (22,684)
       624,797   (196,169)
    Adjustments to reconcile net profit/(loss) to net cash provided by/(used in) operating activities:        
    Depreciation of property and equipment  50,475   23,516 
    Equity in loss of equity-method investment  10,911   10,849 
    Loss on disposal of property and equipment  7,504   872 
    Amortization of intangible assets  180,519   179,496 
             
    Changes in assets and liabilities:        
    Utility and other deposits  (3,765)  (27,320)
    Accounts receivable  (564,561)  - 
    Other receivables  (130,786)  - 
    Prepaid expenses  (45,423)  (18,518)
    Income tax payable  152,300   - 
    Accrued liabilities  192,075   9,954 
    Deferred revenue  580,241   - 
    Net cash provided by/(used in) operating activities  1,054,287   (17,320)
             
    Cash flows from investing activities:        
    Sales proceeds of property and equipment  9,413   - 
    Cash paid for property and equipment  (1,935,864)  (94,800)
    Net cash used in investing activities  (1,926,451)  (94,800)
             
    Cash flows from financing activities:        
    Advances made and expenses paid on behalf of a related party  (4,831,702)  (6,591,003)
    Income receipt on behalf of the Company  -   348,897 
    Repayment of advances made and expenses paid on behalf of a related party  4,655,559   3,951,854 
    Advance received from a related party  750,445   - 
    Proceeds from bank loans  1,230,111   2,571,199 
    Repayment of bank loans  (1,483,361)  (46,085)
    Net increase in restricted cash  (129,312)  - 
    Repayment of capital lease obligations  (28,615)  (4,631)
    Increase in bank overdraft  744,077   - 
    Net cash provided by financing activities  907,202   230,231 
             
    Net increase in cash  35,038   118,111 
             
    Effect on change of exchange rates on cash  275   (17)
    Cash as of the beginning of the year  129,001   10,907 
    Cash as of the end of year $164,314  $129,001 
             
    Supplemental disclosures of cash flow information:        
    Capital lease additions $126 006  $- 
    Cash paid during the year for:        
    Bank loan interest paid $127,101  $47,322 
    Capital lease interest $3,075  $422 
    (A)Represents the consolidated statement of cash flows of Almonds Kisses Limited and subsidiaries (the “Accounting Acquirer”) (See note 1)
    See notes to consolidated financial statements.
    F-8
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    1.  Description of business and organization

    Nature of these financial statements.

    - 15 -


    Life Nutrition Products,operations

    ADGS Advisory, Inc.
    Statement (“the Company” or “ADGS”) was incorporated in the State of Stockholders' Deficit
    For the Years Ended December 31, 2010 and 2009

                                       
     Preferred Preferred Common Common Additional   
     Stock          Stock     Stock  Stock      Paid-in Accumulated  
     Shares Amount    Shares Amount    Capital      Deficit                 Total 
    Balance January 1, 2009 - $          - 14,055,000 $      1,406         $     439,070    $        (457,510)       $       (17,034)         
    Stock issued for cash - -     347,800    34       17,486 - 17,520 
    Stock based compensation - -     180,000    18        9,477 - 9,495 
    Stock issued for rent - -      1,200,000      120      11,880 - 12,000 
    Stock issued in settlement        
     of liability - -    300,000    30       19,970 - 20,000 
    Net Loss - - - -    -          (52,679)      (52,679) 
    Balance December 31, 2009 - $         - 16,082,800 $        1,608      $       497,883   $         (510,189)       $        (10,698)         
    Stock Issued to settle liability - -   1,800,000      180         17,820 - 18,000 
    Stock Cancellation - -   (1,004,900)     (100)        (55,170)  -   (55,270) 
    Net Loss - - - -    -      (25,671)  (25,671) 
    Balance December 31, 2010 -   $        -          16,877,900  $           1,688          $       460,533   $          (535,860)        $       (73,639)        
     
    The accompanying notes are an integral part of these financial statements.

    - 16 -


    Life Nutrition Products, Inc.
    Statements of Cash Flows
     
     Year ended December 31, 
     2010 2009 
    Cash Flows from Operating Activities   
     
    Net Loss $     (25,671) $     (52,679) 
    Adjustments to reconcile net loss to net cash used in operating activities   
    Depreciation 1,232 576 
    Issuance of Stock for Services - 6,000 
    Stock Based Compensation - 9,495 
    Changes in Assets and Liabilities   
     
    Decrease in Inventory 307 - 
    Decrease in Prepaid Rent 6,000 - 
    Increase in Accounts Payable and Accrued Expenses 2,839 17,951 
    Net cash used in operating activities (15,293)         (18,657) 
     
     
    Cash Flows from Financing Activities   
     
    Stockcancellation (55,270) - 
    Proceeds from issuance of Promissory Note 55,000 - 
    Proceedsfrom Officer Loans 11,170 5,598 
    Proceeds from Stock Issuance - 17,520 
    Net cash provided by financing activities 10,900 23,118 
     
    Net increase (decrease) in cash (4,393) 4,461 
    Cash at beginning of year 4,461 - 
    Cash at end of year $             68 $        4,461 
     
    SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION   
                       Cash paid during the year for:   
                                           Interest $                - $                - 
                                           Income taxes $                - $                - 
     
    SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING   
                       AND FINANCING ACTIVITIES   
    Stock issued to settle liability $       18,000 $        20,000 
    Stock Issued for Services $                 - $        15,495 
    Stock Issued for Prepaid Services $                 - $          6,000 

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

    - 17 -


    Life Nutrition Products, Inc.
    Notes to the Financial Statements
    December 31, 2010 and 2009

    1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

    Life Nutrition Products, Inc. was originally organized as a New Jersey limited liability companyDelaware in February 2005September 2007 under the name Life Nutrition Products, LLC ("LNP"). On September 24, 2007, LifeInc. 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.”.


    On December 7, 2012, the Company entered into a Delaware Corporation was formedshare exchange agreement (the “Original Exchange Agreement”) with ADGS Advisory Limited, a Hong Kong corporation (“ADGS Hong Kong”) and merged with LNP. UnderADGS Advisory (Holding) Limited, a British Virgin Islands corporation (“ADGS”). Pursuant to the termsOriginal Exchange Agreement, at the closing of the merger10 milliontransaction contemplated thereunder (the “ADGS Transaction”), the Company agreed to acquire 100% of the issued and outstanding capital stock of ADGS, making ADGS a wholly-owned subsidiary of the Company. On March 28, 2013, the Company entered into an amendment (the “Amendment”) to the Original Exchange Agreement (the Original Exchange Agreement, as amended is referred to herein as the “Exchange Agreement”) pursuant to which the Company agreed to acquire all of the outstanding shares of Almonds Kisses Limited (BVI), a British Virgin Islands company (“Almonds Kisses BVI”), from the eight shareholders of Almonds Kisses BVI (the “Shareholders”), instead of the shares of ADGS, on the same terms and conditions set forth in the Exchange Agreement. Almonds Kisses BVI is the owner of 100% of the issued and outstanding capital stock of ADGS. The Original Exchange Agreement incorrectly indicated that such owner was ADGS Holdings which error was corrected in the Amendment.

    On April 12, 2013, the ADGS Transaction closed whereby the Company acquired all of the issued and outstanding capital stock of Almonds Kisses BVI pursuant to the Exchange Agreement in exchange for an aggregate of 20,155,000 newly issued shares of the Company’s common stock which were issued to the LNP Members to acquireeight former shareholders of Almonds Kisses BVI. As a result, on April 12, 2013, Almonds Kisses BVI became the Company’s wholly-owned subsidiary and the former shareholders of Almonds Kisses BVI became the Company’s controlling shareholders, and Almond Kisses BVI in turn owns all of LNP's membership interests. After the merger, 10 millionissued and outstanding capital stock of ADGS. Almond Kisses (BVI) also owns all of the issued and outstanding capital stock of Vantage Advisory Limited, a Hong Kong corporation. ADGS Hong Kong owns 80% of ADGS Tax Advisory Limited (“ADGS Tax”) which is a Hong Kong incorporated holding company, and ADGS Tax owns a 30% interest in Dynamic Golden Limited which is also a Hong Kong incorporated company and through Almonds Kisses owns its 30% effective on November 19, 2013.

    The Company also acquired a property holding company, Motion Tech Development Limited, incorporated in British Virgin Islands. The transfer of shares was completed in August 29, 2013 and it is now 100% owned by Almond Kisses.

    In October 2013, the Company further acquired a Hong Kong incorporated company, T H Strategic Management Limited for purchase consideration of approximately $516,000 (HK$4,000,000) and it is now 100% owned by Almonds Kisses. T H Strategic Management Limited is engaged in providing accounting, taxation, company secretarial and consultancy services.
    F-9
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    1.  Description of business and organization (…/Cont’d)
    ADGS Advisory, Inc. is a holding company and, through its subsidiaries and group company, engages in providing accounting, taxation, company secretarial, consultancy services and consultancy service for slope inspection. The Company together with its consolidated subsidiaries and its equity-method investment, are collectively referred to as the “Group”. The Share Exchange was accounted for as a "reverse merger", since the former stockholders of Almond Kisses own a majority of the outstanding shares of commonthe Company's capital stock immediately following the Share Exchange.
    Reorganization
    Almond Kisses was incorporated on March 1, 2011 as a limited liability company in British Virgin Island. ADGS Advisory Limited (“ADGS) and its subsidiary and equity-method investment, were outstanding, all of which werelimited companies incorporated in Hong Kong had been wholly owned by LNP's two founders, Michael M. Salerno, Presidentthe same group of shareholders until being acquired by Almonds Kisses pursuant to a reorganization (“Reorganization”) to prepare for the listing of the Company’s shares on a stock exchange. ADGS Tax Advisory Limited (“ADGS Tax”) provided the same type of services prior to the establishment of ADGS. ADGS Tax became a dormant holding company after ADGS incorporated.
    F-10
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    1.  Description of business and organization (…/Cont’d)
    Details of the Company’s subsidiaries and Richard G. Birn, Vice President.

    Our primary business purpose isequity-method investment which are included in these

    Subsidiary’s name
    Place and date of incorporation
    Percentage of ownership by the Company
    		Principal activities
    Almond Kisses Limited
    “Almond Kisses”
    British Virgin Island
    March 1, 2011
    		100%Holding company
    ADGS Advisory Limited
    “ADGS Hong Kong”
    Hong Kong, People's Republic of China (“PRC”)
    April 28, 2011
    		100% (though Almonds Kisses)Engage in providing accounting, taxation, company secretarial, and consultancy services.
    ADGS Tax Advisory Limited
    “ADGS Tax”
    Hong Kong, PRC
    March 17, 2003
    		80% (through ADGS Hong Kong)Holding company
    Dynamic Golden Limited
    “Dynamic”
    Hong Kong, PRC
    April 16, 2004
    		30% (through ADGS Tax, until November 19, 2013 and through Almonds Kisses thereafter)Property holding company
    Vantage Advisory Limited
    “Vantage”
    Hong Kong, PRC
    March 6, 2008
    		100% (though Almonds Kisses)Engage in providing accounting, taxation, company secretarial, and consultancy services.
    Motion Tech Development Limited “Motion Tech”
    British Virgin Islands
    October 3, 2007
    100% (through Almonds Kisses effective on August 29, 2013)
    		Property holding company
    The Company also operates branches in Shenzhen, PRC and Bangkok, Thailand, The branches are set up to market over-the-counter, all-natural dietary supplements under the trade names: Trim For Life3 Appetite Controlattract potential clients to go to Hong Kong and Trim For Life3 Energy Formula. The Trim For Life3 Appetite Control Formula is patent pending and supported by scientific studies. The Trim For Life3 Energy Formula is a proprietary formula blend.

    Going Concern

    establish companies. A full range of services could be provided to these clients.

    F-11

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    2.  Summary of significant accounting policies

    Basis of presentation
    The accompanying audited consolidated financial statements and related notes have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplates continuation(US GAAP). The preparation of the consolidated financial statements in accordance with US GAAP requires management of the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and   expenses during the reporting year. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-lived assets and valuation allowances for receivables. Actual results could differ from those estimates.
    The 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 in consolidation.

    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.
    Going concern
    The accompanying consolidated financial statements are presented on a going concern basis. Although the Company has a working capital surplus of $80,850 at August 31, 2013, the Company had payables in excess of cash and receivables of $2,856,376. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

    The Company has suffered recurring lossesCompany's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and experiences a deficiencymaintain its profitability. The financial statements do not include any adjustments that might result from the outcome of cash flow from operations. These matters raise substantial doubt aboutthis uncertainty. The Company's independent registered public accounting firm's report on the financial statements as of and for the year ended August 31, 2013, contained an emphasis paragraph regarding the Company's ability to continue as a going concern. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain its operations.

    F-12
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    2.  Summary of significant accounting policies (…/Cont’d)

    Foreign currency translation
    The continued operationsGroup 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 Companysubsidiaries are dependent upontranslated from H.K. Dollars into U.S. Dollars using the Company's ability to raise capital and/or generate positiveapplicable 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 operations. Management may achieve profitability and generate positive cash flows through possible acquisition or merger.

    However, there is no guarantee that a suitable offer may exist or that funding will be available to close on such a transaction. Thesethe translation of the Company’s financial statements doare 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:

     2013 2012 
         
    Balance sheet items, except for equity accountsHK$7.7525=$1 HK$7.8000=$1 
         
    Items in statements of income and cash flowsHK$7.7554=$1 HK$7.7996=$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
    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-13
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)

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

    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 any adjustments relating toan allocation of overhead costs.
    Direct costs from providing consultancy service for slope inspections under fixed price contracts are recognized, as the recoverabilityrelated contact costs are incurred.
    Cash
    Cash represents cash in banks and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Use of Estimates

    cash on hand.


    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

    Cash and Cash Equivalents

    For purposes of the cash flow statements, the CompanyGroup considers all highly liquid investments with an initial maturityoriginal maturities of 3three 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 August 31, 2013 and 2012.


    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.
    Deferred revenue
    The Company maintains cash balances at financial institutionsentered 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 insuredamortized 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.
    F-14
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    2.  Summary of significant accounting policies (…/Cont’d)

    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 propertyOver the unexpired term of the lease
    Leasehold improvement5 years
    Furniture and fixtures5 years
    Office equipment5 years
    Motor vehicles5 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 Federal Deposit Insurance Corporation up to federally insured limits. At times duringequity method. Gain or losses are realized when such investments are sold.

    Non-controlling interest

    Non-controlling interests represents the year, balances20% interest in certain bank accountsADGS Tax not owned by Almonds Kisses.

    Purchased intangible assets and goodwill

    The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may exceedtrigger 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 FDIC insured limits.

    Inventory

    Inventory is statedstraight line method over a period of 10 years.

    F-15
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    2.  Summary of significant accounting policies (…/Cont’d)

    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 or market. Cost is determined using the first-in first-out method. Inventories consist of only finished goods.

    As of December 31, 2010 all inventory was impaired.

    - 18 -


    Life Nutrition Products, Inc.
    Notescharged to the Financial Statements (continued)
    December 31, 2010 and 2009

    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Property and Equipment

    Property and equipment are stated at cost.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 and amortization areexpense is computed onusing the straight-line method based onover the shorter of the estimated useful lives of the assets. Repairs and maintenance charges, which do not increaseassets or the useful livesperiod of the assets, are chargedrelated lease.


    Comprehensive income

    Comprehensive income includes net income and also considers the effect of other changes to operations as incurred.

    Revenue Recognition

    The Company recognizes revenue upon shipment of goods, and the price is fixed and determinable, and collectability is reasonably assured.

    Net (Loss) Per Share of Common Stock

    Historical net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalentsstockholders' equity that are not included in the computationdetermination of dilutednet 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 when the Company reports a loss because to do so would be anti-dilutive for the periods presented.

    The following table sets forth the computation of basic and diluted earnings per share:  
     Year Ended December 31, 
     2010 2009 
                   Net Loss $         (25,671)$        (52,679) 
                   Weighted Average common stock shares outstanding (basic) 17,689,867 14,492,096 
                   Options - - 
                   Warrants - - 
                   Weighted Average common stock shares outstanding (diluted) 17,689,867 14,492,096 

    Recent Accounting Pronouncements

    In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06,Fair Value Measurements and Disclosures (Topic 820)"Improving Disclosures about Fair Value Measurements(ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2is computed on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross 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 reconciliationbasis of beginning and ending balancesthe weighted-average number of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measureshares of the fair value

    - 19 -


    Life Nutrition Products, Inc.
    Notes tocommon stock plus any effect of dilutive potential common shares outstanding during the Financial Statements (continued)period using the if-converted method.


    December 31, 2010 and 2009

    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Recent Accounting Pronouncements (continued)

    of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective

    Income taxes

    The Group accounts for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

    Shipping and Handling

    Shipping and handling costs have been expensed as incurred and have been included in operating expenses. Shipping and handling expense was $55 and $107 for the year ended December 31, 2010 and 2009.

    Advertising

    Advertising costs have been expensed as incurred and have been included in operating expenses. Advertising expense was $0 and $525 for the year ended December 31, 2010 and 2009.

    Income Taxes

    The Company utilizesincome taxes under FASB ASC Topic 740 "Income Taxes," which requires the recognition of deferredTaxes". Deferred income tax assets and liabilities for the expected future tax consequences of events that have been included inare determined based upon differences between the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between thereporting and tax bases of assets and liabilities and their financial reporting amounts at each period end based onare measured using the enacted tax rates and laws and statutory tax rates applicable to the periods in whichthat will be effective when the differences are expected to affect taxable income. Valuation allowancesreverse.

    Deferred tax assets are established, when necessary,reduced by a valuation allowance to reducethe 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 amountyears in which those temporary differences are expected to be realized.

    Federal, staterecovered 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. As of August 31, 2013 and August 31, 2012, there was no penalty or interest recognized as income tax expenses.
    F-16

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (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 $24,614 and $13,300 for the year ended August 31, 2013 and 2012, 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 liability 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-17
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (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
    		 
    Year ended August 31, 2013               
    Segment revenue               
    Revenue from external customer $1,541,120  $709,828  $937,936  $9,276  $3,198,160 
    Cost of sales  (675,169)  (378,005)  (372,004)  (500)  (1,425,678)
    Administrative expense  (491,381)  (150,594)  (198,989)  (1,968)  (842,932)
    Gross profit  374,570   181,229   366,943   6,808   929,550 
                         
    Other income  2,494   -   -   -   2,494 
    Finance cost  (74,359)  (34,522)  (45,615)  (451)  (154,947)
                         
    Income before income taxes  302,705   146,707   321,328   6,357   777,097 
    Income tax  (85,500)  (28,615)  (37,811)  (374)  (152,300)
    Net income $217,205  $118,092  $283,517  $5,983  $624,797 

      Accounting & Corporate Services  Corporate Restructuring & Insolvency  Multi-Disciplinary Advisory  Corporate & Other Income  Total 
    Total assets $2,086,481  $968,673  $26,257  $1,684,466  $4,765,877 
                   ,     
    Total liabilities $1,653,593  $767,700  $934,302  $1,489,130  $4,844,725 
    F-18

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (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
    		 
    Year ended August 31, 2012               
    Segment revenue               
    Revenue from external customer $1,077,365  $200,413  $427,246  $-  $1,705,024 
    Cost of sales  (1,003,621)  (117,248)  (187,860)  -   (1,308,729)
    Administrative expense  (272,523)  (50,695)  (221,492)  -   (544,710)
    Gross profit/(loss)  (198,779)  32,470   17,894   -   (148,415)
                         
    Other income  -   -   -   -   - 
    Finance cost  (30,175)  (5,613)  (11,966)  -   (47,754)
                         
    Income/(loss) before income taxes  (228,954)  26,857   5,928   -   (196,169)
    Income tax  -   -   -   -   - 
    Net income/(loss) $(228,954) $26,857  $5,928  $-  $(196,169)

      Accounting & Corporate Services  Corporate Restructuring & Insolvency  Multi-Disciplinary Advisory  
    Corporate &
    Other Income
    		  Total 
    Total assets $1,541,734  $286,796  $43,726  $-  $1,872,256 
                         
    Total liabilities $1,621,093  $301,558  $642,870  $-  $2,565,521 
    F-19
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    4.  ACQUISITION OF BUSINESS
    In January 2013, the Company acquired 100% shareholding of Vantage Advisory Limited, a Hong Kong incorporated limited company, for net purchase consideration of about US$641(HK$5,000). Vantage Advisory Limited is one of the nine firms in Hong Kong which has appointed as Joint and Several Provisional Liquidators under Panel “T” by Official Receiver’s Officer under the Government of Hong Kong Special Administrative Region. The value of Vantage Advisory Limited as at January 4, 2013 was $641 and was allocated as follows:

    Total asset acquired $2,493 
    Total liabilities assumed  (1,852)
    Net assets acquired $641 
    The directors assessed that the differences between fair values and carrying amounts of assets and liabilities are insignificant. No goodwill arose in the acquisition of Vantage Advisory Limited.
    5.  CASH

    Cash represents cash in bank and cash on hand. Cash as of August 31, 2013 and 2012 consists of the following:
      August 31,  August 31, 
      2013  2012 
           
    Bank balances and cash $164,314  $129,001 
    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

    As of August 31, 2013 and 2012 the Group's cash amounting to $129,312 and nil respectively, were restricted and deposited in a bank as security for instalment loans payable to the bank.
    F-20
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (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 year ended August 31, 2013 and 2012 is as follows:
      2013 
        
      Balance due from a related party at beginning of year $241,036 
      Amount repaid/advanced to her during the year  4,831,702 
      Amount repaid by her during the year  (4,655,559)
      Exchange alignment  1,479 
      Balance due from a related party at end of year $418,658 
      2012 
        
      Balance due from a related party at beginning of year $(2,051,460)
      Amount repaid/advanced to her during the year  6,591,003 
      Amount repaid by her during the year  (4,300,751)
      Exchange alignment  2,244 
      Balance due from a related party at end of year $241,036 
    8.  LOAN FROM A RELATED PARTY
    The $750,726 loan is interest free, unsecured and is due and payable on August 30, 2017.
    F-21
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    9.  PROPERTY AND EQUIPMENT, NET
    Property and equipment, net consist of the following:
      August 31,  August 31, 
      2013  2012 
           
    Investment property $1,909,062  $- 
    Leasehold improvement  85,345   78,251 
    Furniture and fixtures  5,632   4,560 
    Office equipment  6,730   6,730 
    Motor vehicle  145,407   28,034 
       2,152,176   117,575 
    Less: Accumulated depreciation  (63,486)  (24,225)
      $2,088,690  $93,350 

    Depreciation expense for the year ended August 31, 2013 and 2012 amounted to $50,475 and $23,516 respectively.
    Included in motor vehicle of the Group, the net carrying amount of $117,602 (2012: $22,427) is under capital lease with the related depreciation charge for the years ended August 31, 2013 of $30,831 and 2012 is $5,607.
    ADGS Group’s subsidiary, Almonds Kisses has prepaid a deposit of $574,364 (HK$4.48 million) during the third quarter of 2013 to acquire a BVI incorporated company, Motion Tech Development Limited which owned a residential property at the time of acquisition and had no operations since incorporation, October 7, 2007, through the time of acquisition, August 30, 2013. A further settlement of $1,334,698 (HK$10.32 million) was made during the fourth quarter, of which $750,726 was funded by a loan advanced by a significant shareholder to Almonds Kisses. The management determined that the acquired company was not considered a business as defined in ASC 805-10-25-1. Thus this acquisition was characterized as acquisition of assets. A property of $1,909,062 at cost was recorded and included in the Group’s property and equipment .
    The residential property held by Motion Tech is collateral for a banking facility with a maximum amount of $2,063,850 (HK$16 million).
    F-22
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    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 $19,047 ($19,047 net of accumulated depreciation) at August 31, 2013. 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 August 31, 2013, are as follows:
      Amount 
    Year ending August 31,   
    2014 $27,345 
    2015  27,345 
    2016  27,345 
    2017  27,345 
    2018  10,752 
    Thereafter  - 
    Total minimum lease payment  120,132 
    Less: Imputed interest  (8,051)
    Present value of net minimum lease payments  112,081 
    Less: Current maturities of capital leases obligations  (23,775)
    Long-term capital leases obligations $88,306 
    11.  INTANGIBLE ASSET

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

    The intangible assets are amortized using the straight line method over a period of 10 years.  Amortization expenses for the years ended August 31, 2013 is $180,519 and 2012 is $179,496. The future amortization as of August 31, will be as follows:
      Amount 
    Year ending August 31,   
    2014 $180,519 
    2015  178,749 
    2016  77,365 
    2017  77,365 
    2018  77,365 
    Thereafter  202,477 
      $793,840 
    F-23

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    12.  INCOME TAXES EXPENSES
    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 years priorU.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 2007 are no longerpay any income taxes or other taxes based on income, business activity or assets.
    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, ADGS, is domiciled in Hong Kong and subject to examination bystatutory profits tax authorities.

    ASC 740-10 prescribes detailed guidanceof 16.5% on earnings and profits in Hong Kong.

    The Company’s subsidiary, ADGS Advisory Limited, is domiciled in Hong Kong, and a provision for Hong Kong profits tax in the amount of $152,357 has been made for the financialyear ended August 31, 2013. No provision for Hong Kong profits tax has been made for 2012, as the subsidiary sustained tax losses in that year.
    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 years ended August 31, 2013 and 2012.
    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 year ended August 31, 2013.
    F-24
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    12.  INCOME TAXES EXPENSES (…/Cont’d)

    The Company's income tax for the years ended August 31, 2013 and 2012 can be reconciled to the income before income tax expenses in the statement recognition, measurement and disclosure of uncertainoperations as follows:
      For the year ended August 31, 2013  For the year ended August 31, 2012 
           
    Profit/(losses) before tax $777,097  $(196,169)
             
    Expected Hong Kong income tax expense        
    at statutory tax rate of 16.5%  128,221   - 
             
    Temporary difference  24,079   - 
    Actual income tax expense $152,300  $- 

    Deferred income taxes reflect the net tax positions recognized in an enterprise's financial statements in accordance with generally accepted accounting standards. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized.

    The tax effecteffects of temporary differences primarily net operating loss carryforwards, gave rise tobetween the Company's deferred tax asset incarrying amounts of assets and liabilities for financial reporting purposes and the accompanying December 31, 2010 and December 31, 2009 balance sheets.Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefitamounts used for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.

    There were no uncertain tax positions at December 31, 2010 and 2009.

    - 20 -


    Life Nutrition Products, Inc.
    Notes to the Financial Statements (continued)
    December 31, 2010 and 2009

    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Income Taxes (continued)

    As of December 31, 2010, the Company has net operating loss carry forwards of approximately $536,000 that can be utilized to offset future taxable income for Federal income tax purposes through 2029. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382.purposes. Significant components of the Company'sCompany’s deferred tax assets and liabilities are summarized as follows:

                                      December 31, 
                          2010                    2009 
     
    Deferred tax asset$                        186,000 $                      178,500 
    Less: Valuation allowance                       (186,000)                  (178,500) 
     
    Net Deferred Tax Asset $                            - $                               - 

    The valuation allowance increased $9,100 and $18,400 during 2010 and 2009, respectively.

    Fair Value Measurements

    The

      August 31, 2013  August 31, 2012 
           
    Deferred tax asset:      
    Unrecognized tax losses $-  $26,111 
             
    Deferred tax liability:        
    Difference between book and tax depreciation $2,340  $7,081 
    Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the Company's financial instruments including cash, prepaid expenses,accounts payable andaccrued expenses, approximate fair value because of their short-term nature.

    The Company follows ASC 820, which defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820's valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

    Level 1 Inputs  Quoted prices for identical instruments in active markets.

    Level 2 Inputs Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

    Level 3 Inputs Instruments with primarily unobservable value drivers.

    The following tables set forth by level within the fair value hierarchy the Company's financial assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Other major temporary differences that were accounted for at fair value as of December 31, 2010 and 2009. As required by ASC 820, a financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significantgive rise to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair valuedeferred tax assets and liabilities are net operating losses carry forwards. As the amounts are immaterial as of August 31, 2013 and their placement within2012, no deferred taxes have been provided for in the fair value hierarchy levels. There were no transfers between fair value hierarchy levels for the twelve months ended December 31 2010.

    - 21 -

    accounts.
    F-25

    Life Nutrition Products, Inc.
                                                           Notes to the Financial Statements (continued)
    December 31, 2010 and 2009
     
    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  
     
     
                                                           Balance as of   
                December 31, 2010  
                   Level 1                 Level 2                 Level 3                        Total            
    Total Assets $                -         $                 -                $               -          $                - 
     
    Liabilities      
       Note payable $           -$          55,000 $          - $       55,000    
     Officerloans payable    $              -  $           16,768 $              -  $           16,768 
    Total Liabilities $             -  $          71,768 $              -         $           71,768 
     
                                                           Balance as of   
                December 31, 2009   
                   Level 1         Level 2                Level 3Total 
    Total Assets $               -  $              - $              -  $               - 
     
    Liabilities      
      Accounts payable $              -  $         18,000 $              - $          18,000 
     Officerloans payable                    -                      5,598            -              5,598 
    Total Liabilities $             -  $        23,598$             -  $           23,598 

    3. PROPERTY AND EQUIPMENT

    At December 31, 2010 and 2009, property and equipment consists

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    13.  BANK LOANS
    The details of the following:

                  Year Ending December 31, Estimated 
     2010                    2009 Useful Lives 
     
    Computer Equipment $                       4,324 $                   4,324 3 years 
    Website Development 4,315 4,315 3 years 
           Less: accumulated depreciation and amortization    
                       (7,739)                   (6,507)  
     $                          900 $                   2,132  

    4. LINES OF CREDIT

    The Company had a business line of credit with Wachovia Bank in the amount of $50,000. Borrowings bore interest at the prime rate plus 2.5%. There was $0 drawn on the line and $50,000 available for the years ended December 31, 2010 and 2009.

    The Company also had a business line of credit with Washington Mutual Bank in the amount of $25,000 for the year ended December 31, 2009. Borrowings bore interest at the prime rate plus 3%. The business line of credit was closed by the Company on December 2, 2010.












    Life Nutrition Products, Inc.
    Notes to the Financial Statements (continued)
    December 31, 2010 and 2009

    5. NOTE PAYABLE

    Note payable to Conqueror Group Limited in the amount of $ 55,000 bears 5% interest and is due on May 17, 2011. The Company has accrued and expensed $339 for interestbank loans outstanding as of DecemberAugust 31, 2010.

    6. OFFICER LOANS PAYABLE

    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-26
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    13.  BANK LOANS (…/Cont’d)

    The Company was advanced $5,598 from its CEO in 2009, which is due on demand without interest. The Company was advanced $11,170 from Northeast Professional Planning Group, Inc., in 2010 for a total of $16,768, which is due on demand without interest. The CEO has a controlling interest in Northeast Professional Planning Group, Inc.

    7. STOCKHOLDERS' DEFICIT

    We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.

    We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of December 31, 2010 and 2009 there are 16,877,900 and 16,082,800 issued and outstanding.

    The following details the stock transactions for the Company:

    On January 15, 2010, the Company issued a total of 1,800,000 shares of common stock valued at $18,000, to Northeast Professional Planning Group which was approved during the fourth quarter of 2009 for services rendered in 2009.

    As of December 31, 2010, the Company redeemed 1,004,900 shares at an aggregate redemption price of $55,270 (the "Group B Redemption Price").

    In the year ending December 31, 2009, the Company issued 347,800 shares of common stock in exchange for a cash investment of $17,520.

    8. STOCK BASED COMPENSATION 

    The Company applies Statement of Financial Accounting Standards No. 123R,Share-based Payment, codified in ASC 718Compensation - Stock Compensation, to stock-based compensation awards. ASC 718,Compensation,requires the measurement and recognition of non-cash compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on fair values.

    Stock compensation arrangements with non-employee service providers are accounted for in accordance with EITF No. 96-18,Accounting for Equity Instruments that are issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified in ASC 505-50Equity-Based Payments to Non-Employees, using a fair value approach. The compensation costs of these arrangements are subject to remeasurement over the vesting terms as earned.

    For the year ended December 31, 2009, a total of 1,380,000 shares of common stock was issued for various administrative services rendered. We recorded an expense in an amount of $15,495 with a prepaid expense of $6,000. On January 15, 2010, the Company issued a total of 1,800,000 shares valued at $0.01 of common stock for total of $18,000, to Northeast Professional Planning Group which was approved during the fourth quarter of 2009 for services rendered in 2009.

    9. COMMITMENTS and CONTINGENCIES

    On September 7, 2010, the Registrant (the "Company") entered into a Share Exchange Agreement (the"Agreement") with Conqueror Group Limited, a Hong Kong corporation ("Conqueror") and Acumen Charm Ltd., a British Virgin Islands corporation (the "Conqueror Shareholder"). Pursuant to the Agreement, at the closing of the transaction contemplated in the Agreement (the "Transaction"), the Company will acquire 100%bank loans outstanding as of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company. On November 17, 2010, the First Amendment to the Share Exchange Agreement (the "First Amendment") was entered into by the Registrant with Conqueror Group Limited, and Acumen Charm Ltd.

    At or before the Closing 560,000 shares shall be sold and transferred by Michael Salerno pursuant to mutually acceptable and duly executed stock purchase agreements at a purchase price of $0.01 per share or $5,600 in the aggregate.

    Contemporaneously with the execution of the First Amendment, Conqueror loaned Life Nutrition the principal amount of $55,270 in exchange for which Life Nutrition delivered a promissory note to Conqueror in mutually acceptable form which proceeds shall be used to pay the Group B Redemption Price. If the Agreement is consumated the loan balance will be reclassifed to equity.

    The Closing was to transpire on or before JanuaryAugust 31, 2011. As per a verbal agreement between the parties, the First Amendment remains in effect.

    There have been no other significant subsequent developments relating to the commitments and contingencies reported in the Company's Annual Report on Form 10-K for the period ended December 31, 2010.

    - 23 -


    Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    None

    Item 9A. Controls and Procedures

    (a) Evaluation of Disclosure Controls and Procedures

    The Company maintains a system of disclosure controls and procedures which2012 are designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including this report, ending December 31, 2010 is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

    As of December 31, 2010, the Company's management, including the Company's Chief Executive Officer ("CEO"), and Chief Financial Officer ("CFO") conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, the CEO, CFO, and executive management have concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

    - 24 -


    Item 9A. Controls and Procedures (continued)

    (b) Management's Annual Report on Internal Control over Financial Reporting

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

    follows:
    1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;Outstanding loanCurrent annualized
    2.     Name of bankProvide reasonable assurance that transactions are recorded as necessary to permit preparationamountinterest rateNature of financial statements in accordance with accounting principles generally accepted in the United StatesloansTerm of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; andloansCollateral
    3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

    As of December 31, 2010, Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective.

    The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.

    Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. At this time, the Company does not have an audit committee and relies on its Board of Directors and executive management to monitor internal controls and procedures to ensure the Company is meeting its SEC obligations.

    - 25 -


    Item 9A. Controls and Procedures (continued)

    (c) Changes in Internal Control over Financial Reporting

    There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

    Item 9B. Other Information

    As reported in Item 1, "Our Current Business" in this annual report, the Company has entered into a Share Exchange Agreement.

    As reported in Item 14 in this filing, the Company has engaged the services of Friedman, LLP as their independent registered public accounting firm.

    Part III

    Item 10. Directors, Executive Officers and Corporate Governance

    IdentificationShanghai Commercial Bank ("SCB")
    US$1,037,480
    (HK$8,092,342)
    		SCB annual rate of Directors3%Term loanJanuary 30, 2012 to December 31, 2035Property and Executive Officers:personal guarantee from related party and third party
    Shanghai Commercial Bank ("SCB")US$252,781 (HK$1,971,696)SCB annual rate of 6.25%Term loanJuly 9, 2012 to July 9, 2017Property and personal guarantee from related party and third party
    Shanghai Commercial Bank ("SCB")
    US$251,184
    (HK$1,959,236)
    		SCB annual rate of 3.5%Term loanJanuary 30, 2012 to January 30, 2032Property and personal guarantee from related party and third party
    Shanghai Commercial Bank ("SCB")
    US$769,231
    (HK$6,000,000)
    Loan limit:
    US$769,231
    		SCB annual rate of 0.75% over prime or annual rate of 2% over the overnight HIBOR, whichever is higherRevolving loanRenewal in every 6 monthsProperty and personal guarantee from related party and third party
    Hang Seng Bank ("HSB")
    US$173,748
    (HK$1,355,232)
    		HSB monthly rate of 0.38%Term loanJune 27, 2012 to June 26, 2017Property and personal guarantee from related party and third party
    Hitachi Capital (HK) Ltd.("HC")
    US$40,561
    (HK$316,372)
    		HC annual rate of 6.98%Term loanJune 29, 2012 to November 25, 2013Personal guarantee from related party
       
     
    Name$2,524,985 Age Title
    Interest expenses for the years ended August 31, 2013 and 2012 amounted to $115,615 and $47,332 respectively.
    Bank loans repayment schedule is as follows:
      
    August 31,
    2013
    		  
    August 31,
    2012
    		 
    Year ending August 31,      
    2013 $-  $919,392 
    2014  107,548   138,580 
    2015  114,303   117,104 
    2016  118,253   122,778 
    2017  90,382   108,410 
    2018  79,363   - 
    Thereafter  1,776,936   1,118,721 
      $2,286,785  $2,524,985 

    The bank loans as outlined in the aforementioned tables are secured by the directors' and third parties' properties and personal guarantees.
    F-27
    ADGS ADVISORY, INC.
                                                     Michael M. Salerno 39 Chief Executive Officer, Chairman 
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                                     Richard G. Birn(IN US DOLLARS)
    14.  41 Vice-President, Director* DEFERRED REVENUE

    Michael M. Salerno

    Michael M. Salerno is our co-founder and has been our Chief Executive Officer and Chairman of the Board since 2005. Mr. Salerno is the founding CEO of Northeast Professional Planning Group, Inc. (NPPG) and its subsidiaries, SRG, Arbor Title Services, Arbor Realtors, and Tri State Realty. Mr. Salerno's responsibilities have included growing, monitoring, and managing all aspects of NPPG since its inception in August 1997. Mr. Salerno's business acumen extends from forming businesses to building successful business partnerships in a wide range of industries.

    Richard G. Birn

    Richard G. Birn is our co-founder and has been our Vice President and Director since 2005. Mr. Birn is a senior sales executive at an international software company. Mr. Birn's responsibilities have included business operations, forecasting, logistics, and contract negotiations. Mr. Birn is a fitness enthusiast who pursued his passion for a healthier lifestyle by becoming a Certified Sports Nutritionist.

    *On March 3, 2010, the Company received and accepted the resignation of Mr. Birn. There were no disagreements between the Company and Mr. Birn.

    Our Board of Directors currently consists of one (1) member. Our Bylaws provide that our board shall consist of not less than one (1) nor more than nine (9) individuals. The terms of directors expire at the next annual shareholders' meeting unless their terms are staggered as permitted in our bylaws. Each shareholder is entitled to vote the number of shares owned by him for as many persons as there are directors to be elected. Shareholders do not have a right to cumulate their votes for directors.

    - 26 -


    Part III

    Item 10. Directors, Executive Officers and Corporate Governance

    Identification of certain significant employees

    There are no significant employees.

    Family relationships

    There are no family relationships between the directors and/or executives.

    Involvement in certain legal proceedings.

    The Company’s directors, executive officers, promoters or control persons have not been involved in any legal proceedings as defined by item 401 of Regulation S-K in the past five years.

    Director Independence

    We cannot guarantee that our Board of Directors will always have a majority of independent directors. In the absence of a majority of independent directors, our executive officer, who is also a principal stockholder and director, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders or directors.

    Audit Committee

    As of this annual report, we do not have an audit committee. However, our Board of Directors carries out the functions of an audit committee. The Board of Directors does not believe the expense of hiring a financial expert would be beneficial to the Company.

    Compliance with Section 16(a) of the Exchange Act

    Section 16(a) of the Exchange Act requires our directors, executive officers and any persons beneficially holding more than ten percent of our common stock to report their ownership of common stock and any changes in that ownership to the SEC. The SEC has established specific due dates for these reports, and we are required to report in this document any failure to file by these dates. We believe that all report transactions, if any, have been reported or included in the appropriate filings submitted to the SEC.

    Code of Ethics

      
    August 31,
    2013
    		  
    August 31,
    2012
    		 
           
    Deferred revenue – current portion $145,114  $- 
    Deferred revenue – net of current portion  435,343   - 
      $580,457  $- 
    The Company has adoptedan agreement with a codethird party for consultancy services with a fixed fee and term of ethics which is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar function, directors and/or employees. The code of ethics was filed with our S-1 registration statement on July 21, 2008.

    Item 11. Executive Compensation

    Currently, we do not pay our directors any cash or other compensation. In the future, we may consider appropriate forms of compensation, including the issuance of common stock and stock options as compensation.

    Compensation Committee

    As of this annual report, we do not have a compensation committee. Our executives and directors are not compensated. We do not anticipate the formation of such committee.

    - 27 -


    Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

    The following table shows the number of shares and percentage of all shares of common stock issued and outstanding as of December 31, 2010, held by any person known to usfour years, renewable upon expiration. Deferred revenue to be recognized in next fiscal year (2014) is classified as current liabilities with the beneficial owner of 5%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 years ended August 31, 2013 and 2012, the Group had no customer which accounted for 10% or more of our outstanding common stock, by each executive officer and director, and by all directors and executive officerstotal revenue or 10% or more of total accounts receivable.
    16.  RELATED PARTY TRANSACTIONS

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

    This informationfollows.

      
    For the year ended
    August 31,
    		 
      2013  2012 
             
    Due from a related party $418,658  $241,036 
    Loan from a related party  750,726   - 
    Sub-contracting fee  107,534   77,568 
    These balances primarily represent sub-contracting fees included as to beneficial ownership was furnished to us by or on behalfpart of the persons named. Unless otherwise indicated, the business addresscost of each person listed is 121 Monmouth Street, Suite A Red Bank NJ 07701. Information with respectrevenues to the percentCompany's Chief Operating Officer and a company controlled by one of classthe Company’s directors for the year ended August 31, 2013. The sub-contracting fee is based on outstanding sharesincluded as part of common stock asthe cost of December 31, 2010. Except as otherwise indicatedrevenues to the Company's Chief Operating Officer for the year ended August 2012.
    See Notes 7 and pursuant8 for discussion of advances to applicable community property laws,and from related parties.
    F-28

    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (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 August 31, 2013 and 2012.
    (b)  Rental expense amounted to $156,841 (HK$1,216,365) for year ended August 31, 2013 and $134,199 (HK$1,046,699) for the year ended August 31, 2012. The total future minimum lease payments under non-cancellable operating leases with respect to premises as of August 31, 2013 are payable as follows:

      Rental 
    Year Ended August 31,    
    2014 $134,105 
    2015  94,171 
    2016  - 
    2017  - 
    2018  - 
    Over five years  - 
      $228,276 

    (c)Deferred revenue amounted to $580,457 (HK$4.5 million) for year ended August 31, 2013 and nil for the year ended August 31, 2012. The total future revenue under non-cancellable agreement with respect to consultancy service income as of August 31, 2013 are receivable as follows:

      Revenue 
    Year Ended August 31,    
    2014 $145,114 
    2015  145,114 
    2016  145,114 
    2017  145,115 
    2018  - 
    Over five years  - 
      $580,457 
    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 our knowledge, each stockholder has sole powerthe risks of restrictions on: changing taxation policies; and political conditions and governmental regulations.
    F-29
    ADGS ADVISORY, INC.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (IN US DOLLARS)
    18.  SUBSEQUENT EVENTS
    On September 30, 2013, the Company acquired a client customer base from a third party for consideration of about $155,000 (equivalent to vote and disposeHK$1.2 million). The consideration is payable in four equal monthly installments of all$38,700 (equivalent to HK$300,000).
    On October 20, 2013, the Company acquired 100% of the shares of common stock listed opposite his name.

    For purposesT H Strategic Management Limited, a Hong Kong incorporated company for purchase consideration of this table, each personapproximately $515,963 (equivalent to HK$4,000,000). The consideration is deemedpayable in four equal monthly installments of $129,000 (equivalent to have beneficial ownershipHK $1.0 million). T H Strategic Management Limited is engaged in the provision of anyaccounting, taxation, company secretarial and consultancy services.

    In November 2013, shares of our common stock such person has the rightDynamic Golden have been transferred from ADGS Tax to acquire on or within 60 days ofAlmonds Kisses. There was no consideration for this annual report.

     Shares of common stock  
                   Name and address of Beneficial Owner Beneficially Owned Percent of Class(1) 
    Michael M. Salerno(2)(3) (4) (5) (6) 8,117,800 48.00% 
    Richard G. Birn(7) 4,750,000 28.00% 
    Directors and officers as a group (2 persons) 12,867,800 76.00% 

    (1)Based on an aggregate of 16,877,900 common shares outstanding as of December 31, 2010.
    (2)Beneficial Owner, Michael M. Salerno has 4,690,000 freely, tradable shares.
    (3)Beneficial Owner, Michael M. Salerno has controlling interest in Northeast Professional Planning Group. Northeast Professional Planning Group has 2,092,800 shares of authorized/issued common stock.
    (4)Beneficial Owner, Michael M. Salerno has controlling interest in 121 Monmouth Street, LLC. 121 Monmouth Street, LLC has 1,200,000 shares of authorized/issued common stock.
    (5)Beneficial Owner, Michael M. Salerno has controlling interest in Salerno Realty Group, LLC. Salerno Realty Group, LLC has 75,000 shares of authorized/issued common stock.
    (6)Beneficial Owner, Michael M. Salerno has controlling interest in Arbor Real Estate Holding. Arbor Real Estate Holding has 60,000 shares of authorized/issued common stock.
    (7)Beneficial Owner, Richard G. Birn has 4,750,000 freely, tradable shares. On March 3, 2010, the Company received the resignation of Mr. Richard G. Birn, Vice President. There were no disagreements between the Company and Mr. Birn.

    Item 13. Certain Relationships and Related Transactions, and Director Independence.

    Our Company has not had any transactions with related persons in the course of the last reported fiscal year involving any amounts exceeding $120,000 or is in the process of proposing any such transaction(s).

    - 28 -

    group restructure.
    F-30

    Item 14. Principal Accounting Fees and Services.

    Audit and Non-Audit Fees

    The Following table shows information as related to audit and non-audit fees for professional services rendered by Friedman, LLP the principal accounting firm for the fiscal years ending December 31, 2010 and 2009.

                                     December 31, 
                2010       2009 
    Type of Fee   
    Audit Fees(1) $               11,500   $         11,345 
    Audit Related Fees       -      -             
    Tax Fees     - -             
    All Other Fees      -  -          
                   Total $               11,500   $           11,345   

    (1)The audit fees represent fees for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit services provided in connection with our regulatory filings.

    Our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees quarterly and annually. The Board approves audit and tax related fees for the Company to be in compliance with regulatory filings with timely submissions.

    - 29 -


    Part IV

    Item 15. Exhibits, Financial Statement Schedules

    Exhibit Number Description 
             17** Share Exchange Agreement 
             23 Consent of Experts and Counsel 
             31 Sarbanes-Oxley Act (Section 302) 
             32 Sarbanes-Oxley Act (Section 906) 

    ** Filed with Form 8-K on September 8, 2010

    Signatures

    Pursuant to the requirements of Section 13 or 15(d) 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.

    LIFE NUTRITION PRODUCTS, INC.:

    By: /s/ Michael M. Salerno

    Name: Michael M. Salerno
    Title: Chief Executive Officer
    Date: April 15, 2011

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

    By: /s/Michael M. Salerno
    Name: Michael M. Salerno
    Title: Chief Executive Officer, Chairman
    Principal Financial Officer
    Principal Accounting Officer
    Date:April 15, 2011

    - 30 -