Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Aug. 31, 2014 | Feb. 10, 2015 | Feb. 28, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | ADGS Advisory, Inc. | ||
Entity Central Index Key | 1439237 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Aug-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -23 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 36,704,789 | ||
Public Float | $33,961,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Current assets | ||
Cash | $95,811 | $164,314 |
Restricted cash | 258,968 | 129,312 |
Accounts receivable | 1,461,876 | 564,773 |
Advance to a third party | 841,803 | 130,835 |
Due from a related party | 418,658 | |
Other receivables and prepaid expenses | 290,617 | 64,071 |
Total current assets | 2,949,075 | 1,471,963 |
Non-current assets | ||
Property and equipment, net | 1,999,545 | 2,088,690 |
Equity-method investment | 357,870 | 371,096 |
Intangible assets | 1,048,160 | 793,840 |
Other investment | 1,935,459 | |
Goodwill | 153,128 | |
Deposit paid for acquisition of a client list | 258,061 | |
Utility and other deposits | 93,264 | 40,288 |
Total non-current assets | 5,845,487 | 3,293,914 |
Total assets | 8,794,562 | 4,765,877 |
Current liabilities | ||
Bank overdraft | 253,738 | 744,077 |
Assets held under capital lease | 10,843 | 23,775 |
Accrued liabilities and other payables | 411,044 | 218,242 |
Due to a related party | 663,011 | |
Deposit received | 43,942 | |
Deferred revenue | 145,159 | 145,114 |
Income tax payable | 586,111 | 152,357 |
Bank loans - current portion | 569,425 | 107,548 |
Total current liabilities | 2,683,273 | 1,391,113 |
Non-current liabilities | ||
Assets held under capital lease, net of current portion | 20,987 | 88,306 |
Deferred revenue, net of current portion | 290,319 | 435,343 |
Bank loans, net of current portion | 3,557,314 | 2,179,237 |
Loan from a related party | 645,268 | 750,726 |
Total non-current liabilities | 4,513,888 | 3,453,612 |
Total liabilities | 7,197,161 | 4,844,725 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value per share, 2,000,000 authorized, none issued and outstanding | ||
Common stock, $0.0001 par value per share, 50,000,000 shares authorized, 35,337,805 shares issued and outstanding as of August 31, 2014 and 25,000,000 shares issued and outstanding as of August 31, 2013 | 3,534 | 2,500 |
Subscription receivable | -3,092,458 | |
Additional paid-in-capital | 3,454,057 | -2,500 |
Retained earning | 1,399,062 | 67,868 |
Accumulated other comprehensive loss | -10,126 | -10,364 |
Total ADGS Advisory, Inc. stockholders' equity | 1,754,069 | 57,504 |
Non-controlling interest | -156,668 | -136,352 |
Total equity | 1,597,401 | -78,848 |
Total liabilities and stockholders' equity | $8,794,562 | $4,765,877 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Stockholders' equity/(deficit) | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 2,000,000 | 2,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 35,337,805 | 25,000,000 |
Common stock, outstanding shares | 35,337,805 | 25,000,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Condensed Consolidated Statements Of Operations | ||
Revenue | $6,158,684 | $3,198,160 |
Direct cost of revenue | -2,985,443 | -1,425,678 |
Gross profit | 3,173,241 | 1,772,482 |
General and administrative expenses | -1,337,613 | -842,932 |
Operating income | 1,835,628 | 929,550 |
Other income | 18,677 | 2,494 |
Interest expense | -135,409 | -154,947 |
Profit before income taxes | 1,718,896 | 777,097 |
Less: Income tax expense | -408,019 | -152,300 |
Net profit before allocation of non-controlling interest | 1,310,877 | 624,797 |
Net loss attributable to non-controlling interest | 20,317 | 22,828 |
Net income attributable to common stockholders | $1,331,194 | $647,625 |
Earnings per share - Basic and diluted | $0.05 | $0.05 |
Weighted average common shares outstanding - Basic and diluted | 26,342,404 | 12,252,562 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Condensed Consolidated Statements Of Comprehensive Income | ||
Net income | $1,310,877 | $624,797 |
Other comprehensive income/(loss) | ||
Foreign currency translation adjustment | 239 | -10,380 |
Add: Comprehensive loss attributable to non-controlling interests | 20,316 | 22,813 |
Comprehensive income attributable to ADGS Advisory, Inc. | $1,331,432 | $637,230 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscription receivable | Accumulated Other Comprehensive Income / Loss | Retained Earnings | Noncontrolling Interest | Total |
Beginning balance, Amount at Aug. 31, 2012 | $410 | ($410) | $31 | ($579,757) | ($113,539) | ($693,265) | ||
Beginning balance, Shares at Aug. 31, 2012 | 4,095,000 | |||||||
Shares issued to settle notes payable and accrued liabilities as part of recapitalization during April 2013, Amount | 75 | -75 | ||||||
Shares issued to settle notes payable and accrued liabilities as part of recapitalization during April 2013, Shares | 750,000 | |||||||
Shares issued to Almond Kisses shareholders, Amount | 2,015 | -2,015 | ||||||
Shares issued to Almond Kisses shareholders, Shares | 20,155,000 | |||||||
Common stock issued, Amount | ||||||||
Common stock issued, Shares | ||||||||
Net profit/(loss) | 647,625 | -22,828 | 624,797 | |||||
Foreign translation gain/(loss) | -10,395 | 15 | -10,380 | |||||
Ending balance, Amount at Aug. 31, 2013 | 2,500 | -2,500 | -10,364 | 67,868 | -136,352 | -78,848 | ||
Ending balance, Shares at Aug. 31, 2013 | 25,000,000 | |||||||
Shares issued to Almond Kisses shareholders, Shares | ||||||||
Common stock issued, Amount | 1,034 | 3,456,557 | -3,092,458 | 365,133 | ||||
Common stock issued, Shares | 10,337,805 | |||||||
Net profit/(loss) | 1,331,194 | -20,317 | 1,310,877 | |||||
Foreign translation gain/(loss) | 238 | 1 | 239 | |||||
Ending balance, Amount at Aug. 31, 2014 | $3,534 | $3,454,057 | ($3,092,458) | ($10,126) | $1,399,062 | ($156,668) | $1,597,401 | |
Ending balance, Shares at Aug. 31, 2014 | 35,337,805 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Cash flows from operating activities: | ||
Net income | $1,331,194 | $647,625 |
Add: Net loss attributable to non-controlling interest | -20,317 | -22,828 |
Net profit before allocation of non-controlling interest | 1,310,877 | 624,797 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation of property and equipment | 110,654 | 50,475 |
Bank overdraft interest expenses | 51,078 | 24,771 |
Bank loan interest expenses | 78,660 | 127,101 |
Capital lease interest expenses | 5,284 | 3,075 |
Amortization of intangible assets | 222,946 | 180,519 |
Loss on equity-method investment | 10,912 | 10,911 |
Deferred revenue | -145,085 | 580,241 |
(Gain)/loss on disposal of fixed assets | -5,599 | 7,504 |
Bank interest income | -594 | -321 |
Changes in assets and liabilities: | ||
Account receivable | -896,467 | -564,561 |
Other receivables | -1,842,599 | -130,786 |
Utility and other deposits | -52,936 | -3,765 |
Prepaid expenses | -187,462 | -45,423 |
Deposit received | 43,919 | |
Accrued liabilities and other payables | 192,635 | 192,075 |
Income tax payable | 433,483 | 152,300 |
Net cash (used in)/provided by operating activities | -670,294 | 1,208,913 |
Cash flows from investing activities: | ||
Cash paid for property and equipment | -85,229 | -1,935,864 |
Sale proceeds of property and equipment | 69,906 | 9,413 |
Advances to a third party | -841,368 | |
Net increase in restricted cash | -129,549 | -129,312 |
Acquisition of an intangible asset | -154,757 | |
Acquisition of subsidiary | -515,962 | |
Deposit paid for acquisition of a client list | -257,928 | |
Bank interest income | 594 | 321 |
Net cash used in investing activities | -1,914,293 | -2,055,442 |
Cash flows from financing activities: | ||
Proceeds from issue of stock | 365,133 | |
Advances made on behalf of a related party | -4,831,702 | |
Proceeds from repayment of advances made on behalf of a related party | 418,658 | 4,655,559 |
Advance received from a related party | 557,451 | 750,445 |
Proceeds from bank loans | 2,992,990 | 1,230,111 |
Repayment of bank loans | -1,154,689 | -1,483,361 |
Repayment of capital lease | -80,243 | -28,615 |
Net increase in bank overdraft | -490,316 | 744,077 |
Bank overdraft interest expenses | -51,078 | -24,771 |
Bank loan interest expenses | -78,660 | -127,101 |
Capital lease interest expenses | -5,284 | -3,075 |
Net cash provided by financing activities | 2,473,962 | 881,567 |
Net increase/(decrease) in cash | -110,625 | 35,038 |
Effect on change of exchange rates on cash | 42,122 | 275 |
Cash as of Beginning of period | 164,314 | 129,001 |
Cash as of End of period | 95,811 | 164,314 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for: Capital lease additions | 126,006 | |
Cash paid during the period fo: Bank overdraft interest paid | 51,078 | 24,771 |
Cash paid during the period for: Bank loan interest paid | 78,660 | 127,101 |
Cash paid during the period for: Capital lease interest paid | 5,284 | 3,075 |
Non-cash transaction during the year: Repayment made from due from a related party | 105,690 | |
Non-cash transaction during the year: Repayment made to loan from a related party | -105,690 | |
Non-cash transaction during the year: Consideration of other investment paid by setting off the other receivables | $1,934,460 |
Description_of_Business_and_Or
Description of Business and Organization | 12 Months Ended | ||||||
Aug. 31, 2014 | |||||||
Notes to Financial Statements | |||||||
Note 1. Description of Business and Organization | Nature of operations | ||||||
ADGS Advisory, Inc. (“the Company” or “ADGS”) was incorporated in the State of Delaware in September 2007 under the name Life Nutrition Products, Inc. Pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, the Company changed its corporate name from “Life Nutrition Products, Inc.” to “ADGS Advisory, Inc.”. | |||||||
On December 7, 2012, the Company 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 “ADGS Transaction”), the Company agreed to acquire 100% of the issued and outstanding capital stock of ADGS Hong Kong, making ADGS Holding 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 Holding, 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 Holding 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 eight 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 Almonds Kisses BVI in turn owns all of the issued and outstanding capital stock of ADGS Hong Kong. Almonds 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 Almonds Kisses. | |||||||
In October 20, 2013, Almonds Kisses BVI further acquired 100% ownership of a Hong Kong incorporated company, T H Strategic Management Limited for purchase consideration of approximately $516,000 (HK$4,000,000). T H Strategic Management Limited is engaged in providing accounting, taxation, company secretarial and consultancy services. | |||||||
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 Almonds Kisses own a majority of the outstanding shares of the Company's capital stock immediately following the Share Exchange. | |||||||
Reorganization | |||||||
Almonds Kisses was incorporated on March 1, 2011 as a limited liability company in British Virgin Island. ADGS Hong Kong and its subsidiary and equity-method investment, were limited companies incorporated in Hong Kong had been wholly owned by the 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 provided the same type of services prior to the establishment of ADGS Hong Kong. ADGS Tax became a dormant holding company after ADGS Hong Kong was incorporated. | |||||||
Details of the Company’s subsidiaries and equity-method investment which are included in these consolidated financial statements are as follows: | |||||||
Subsidiary’s name | Place and date of incorporation | Percentage of ownership by the Company | Principal activities | ||||
Almonds Kisses Limited “Almonds Kisses” | British Virgin Island March 1, 2011 | 100% | Holding company | ||||
ADGS Advisory Limited “ADGS Hong Kong” | Hong Kong, People's Republic of China (“PRC”) | 100% (though Almonds Kisses) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
28-Apr-11 | |||||||
ADGS Tax Advisory Limited | Hong Kong, PRC | 80% (through ADGS Hong Kong) | Holding company | ||||
“ADGS Tax” | 17-Mar-03 | ||||||
Dynamic Golden Limited | Hong Kong, PRC | 30% (through ADGS Tax, until November 19, 2013 and through Almonds Kisses thereafter) | Property holding company | ||||
“Dynamic” | 16-Apr-04 | ||||||
Vantage Advisory Limited “Vantage” | Hong Kong, PRC | 100% (though Almonds Kisses effective on January 4, 2013) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
6-Mar-08 | |||||||
Motion Tech Development Limited | British Virgin Islands | 100% (through Almonds Kisses effective on August 29, 2013) | Property holding company | ||||
“Motion Tech” | 3-Oct-07 | ||||||
T H Strategic Management Limited | Hong Kong, PRC | 100% (though Almonds Kisses effective on October 20, 2013) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
“T H Strategic” | 16-Mar-10 | ||||||
The Company also operates branches in Shenzhen, PRC and Bangkok, Thailand. The branches are set up to attract potential clients to establish companies in Hong Kong. A full range of services could be provided to these clients. | |||||||
On March 19, 2014, the Company issued 1,400,000 shares to twelve investors for the purchase of shares of Common Stock of the Company at $0.30 each with total proceeds of $420,000. On April 15, 2014, another 1,290,000 shares of Common Stock at $0.30 each were issued to one shareholder with proceed of $387,000. On April 29, 2014, another 501,305 shares of Common Stock at $0.30 each were issued to another nine shareholders with proceed of $150,392. On June 30, 2014, another 21,500 shares of Common Stock at S0.30 each were issued to one shareholder with proceed of $6,450. Further 7,125,000 shares of Common Stock at $0.35 each were issued to another twelve shareholders on August 30, 2014, with proceed of $2,493,750. As at August 31, 2014, there was $3,092,458 in total of proceed not yet received from the shareholders. | |||||||
Subsequent to the year ended August 31, 2014, 75,000 shares of Common Stock were issued to one shareholder for services rendered; 58,600 shares of Common Stock at $.070 each were issued to one investor with proceeds of $41,020; 187,000 shares of Common Stock at $0.55 each were issued to two investors with proceeds of $102,850; 846,384 shares of Common Stock were issued to two shareholders for services rendered; and, 200,000 shares of Common Stock at $0.50 each were issued to four investors with proceeds of $100,000. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 2. Summary of Significant Accounting Policies | Basis of presentation | ||||
These consolidated financial statements are audited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures for a fair presentation of these consolidated financial statements have been included. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. | |||||
The audited condensed consolidated financial statements include all accounts of the Company and its subsidiaries as disclosed in Note 1. All material inter-company balances and transactions have been eliminated. | |||||
As both the Company and its subsidiaries, ADGS Hong Kong 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 prior periods are the assets and liabilities of the Company’s operating subsidiaries. | |||||
Certain reclassifications have been made to the comparative period amounts to conform with that of the current period. | |||||
Use of estimates | |||||
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make a number of estimates and assumptions relating to 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 years. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-live assets; valuation allowances for receivables, and realizable values for inventories. Accordingly, actual results could differ from those estimates. | |||||
Foreign currency translation | |||||
The Group uses United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The subsidiaries within the Company maintain their books and records in their respective functional currency, Hong Kong dollars (“HK$”), being the lawful currency in Hong Kong. Assets and liabilities of the subsidiaries are translated from H.K. Dollars into U.S. Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and comprehensive income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income included in the stockholders’ equity section of the balance sheets. The exchange rates used to translate amounts in HKD into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows: | |||||
August 31, | August 31, | ||||
2014 | 2013 | ||||
Balance sheet items, except for equity accounts | HK$7.7501= | HK$7.7525= | |||
Items in statements of income and cash flows | HK$7.7541= | HK$7.7554= | |||
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) | The Company recognizes the management fee income when service is provided. Services include providing administration support service or accounting service to companies. | ||||
Direct cost of revenue | |||||
Direct costs of revenues generated from providing accounting, taxation, company secretarial and consultancy services consists primarily of billable employee compensation and related payroll benefits, the cost of consultants assigned to revenue generating activities and direct expenses billable to clients. Direct cost of revenues does not include an allocation of overhead costs. | |||||
Direct costs from providing consultancy service for slope inspections under fixed price contracts are recognized, as the related contact costs are incurred. | |||||
Cash | |||||
Cash represents cash in banks and cash on hand. | |||||
The Group considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Substantially all of the cash deposits of the Group are held with financial institutions located in the Hong Kong, PRC. Management believes these financial institutions are of high credit quality. The group held no cash equivalents at August 31, 2014. | |||||
Restricted cash | |||||
Restricted cash represents cash in banks were restricted and deposited in certain banks as security for installment loans payable to the banks. | |||||
Account receivables | |||||
Account receivables 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. | |||||
Other receivables and advance to a third parties | |||||
Other receivables represent non-trade receivables from non-related third parties, and are recognized initially at fair value. | |||||
Advance to third parties are recorded as loan advances to non-related third parties for a potential investment opportunity. Outstanding balances are reviewed for collectability. | |||||
The advances are non-interest bearing, unsecured and shall be repaid within the next twelve months. | |||||
Deferred revenue | |||||
The Company entered into a contract with a third party to provide corporate advisory and consulting services. The agreement has a fixed term of four years, and is renewable upon maturity. These fees are deferred and are amortized to income as earned over the term of the agreement. Deferred revenue that will be recognized in next fiscal year is classified within current liabilities. | |||||
Property and equipment | |||||
Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized. | |||||
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition. | |||||
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value. | |||||
The estimated useful lives of the assets are as follows: | |||||
Estimated Life | |||||
Property held for sale and used | Over the unexpired term of the lease | ||||
Leasehold improvement | 5 years | ||||
Furniture and fixtures | 5 years | ||||
Office equipment | 5 years | ||||
Motor vehicles | 5 years | ||||
Equity-method investment | |||||
Affiliated companies, in which the Company has significant influence, but not control, are accounted for equity-method investment. Equity-method investment adjustments include the Company’s proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, adjustments to recognize certain differences between the Company’s carrying value and the Company’s equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Gain or losses are realized when such investments are sold. | |||||
Non-controlling interest | |||||
Non-controlling interests represents the 20% interest in ADGS Tax not owned by Almonds Kisses. | |||||
Intangible assets | |||||
The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include: | |||||
- | significant underperformance relative to historical or projected future operating results; | ||||
- | significant changes in the manner of use of the acquired assets or the strategy for our overall business; | ||||
- | identification of other impaired assets within a reporting unit; | ||||
- | disposition of a significant portion of an operating segment; | ||||
- | significant negative industry or economic trends; | ||||
The intangible assets are amortized using the straight line method over a period of 10 years. | |||||
Goodwill | |||||
In accordance with U.S. GAAP, the Company tests goodwill for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company reviews goodwill for impairment based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below the reportable segment level. In September 2011, the FASB issued guidance on testing goodwill for impairment. The guidance provides entities with an option to perform a qualitative assessment to determine whether further quantitative impairment testing is necessary. | |||||
In accordance with the guidance, the Company reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances made it more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying value to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, but are not limited to, such estimates as projected business results, growth rates, the Company’s weighted-average cost of capital, royalty and discount rates. | |||||
Other investment | |||||
Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Consolidated Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Consolidated Statement of Operations. If circumstances suggest that the value of the Investee company has subsequently recovered, such recovery is not recorded. | |||||
When a cost method Investee company initially qualifies for use of the equity method, the Company’s carrying value is adjusted for the Company’s share of the past results of the Investee’s operations. Therefore, prior losses could significantly decrease the Company’s carrying value in that Investee company at that time. | |||||
Other investment represents a 2% holding of ordinary shares of a company incorporated in Hong Kong. The Company acquired the other investment which is initially measured at cost (i.e., the purchase price). The other investment is subsequently carried at cost less accumulated impairment losses. When investment is retired or disposed of, the cost and accumulated impairment losses are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition. | |||||
The Company follows Subtopic 325-20 of the FASB Accounting Standards Codification to account for its ownership interest in non-controlled entities, particularly foreign. Under ASC 325-20, investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the investee subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. | |||||
Impairment of long-lived assets | |||||
The Company evaluates when events or circumstances indicate that the carrying amount of long-lived assets to be held and used might not be recoverable, the expected future undiscounted cash flows from the assets are estimated and compared with the carrying amount of the assets. If the sum of the estimated undiscounted cash flows was less than the carrying amount of the assets, an impairment loss would be recorded. The impairment loss would be measured on a location by location basis by comparing the fair value of the asset with its carrying amount. Long-lived assets that are held for disposal are reported at the lower of the assets’ carrying amount or fair value less costs related to the assets’ disposition. No impairment has been recognized. | |||||
Assets under capital lease | |||||
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. | |||||
Comprehensive income | |||||
Comprehensive income includes net income and also considers the effect of other changes to stockholders' equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders' equity. The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income. | |||||
Earnings per share | |||||
Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. | |||||
Income taxes | |||||
The Group accounts for income taxes under FASB ASC Topic 740 "Income Taxes". Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse. | |||||
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date. | |||||
The Group records uncertain tax positions when it is more likely than not that the tax positions will not be sustained upon examination by the respective tax authority. | |||||
The Group recognizes interest and penalty related to income tax matters as income tax expense. For the years ended August 31, 2014 and 2013, there was no penalty or interest recognized as income tax expenses. | |||||
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 $30,388 and $24,614 for the years ended August 31, 2014 and 2013 respectively. | ||||
Fair value measurements | |||||
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU 2010-06” “Fair Value Measurements and Disclosures”. The new guidance clarifies two existing disclosure requirements and requires two new disclosures as follows: (1) a “gross” presentation of activities (purchases, sales, and settlements) within the Level 3 rollforward reconciliation, which will replace the “net” presentation format; and (2) detailed disclosures about the transfers in and out of Level 1 and 2 measurements. This guidance is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 rollforward information, which is required for annual reporting periods beginning after December 15, 2010, and for interim reporting periods thereafter. The Company adopted the amended fair value disclosures guidance on January 1, 2012. As of August 31, 2014 and 2013, none of the Company’s financial assets or liabilities was measured at fair value on a recurring basis. As of August 31, 2014 and 2013, none of the Company’s non-financial assets or liabilities was measured at fair value on a nonrecurring basis. | |||||
The carrying values of the Company’s financial assets and liabilities, including accounts receivable, other receivables, other current assets, bank loans, accounts payable, and accrued liabilities and other payables, are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. It is not practicable to estimate the fair values of advance to and advance from related parties because of the related party nature of such advances. |
Business_Segments
Business Segments | 12 Months Ended | ||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 3. Business Segments | The Company has four (4) reportable business segments: accounting and corporate services, corporate restructuring and insolvency, multi-disciplinary advisory and corporate and other income. 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 show the operations of the Company’s reportable segments: | |||||||||||||||||||||
Accounting & Corporate Services | Corporate Restructuring & Insolvency | Multi- Disciplinary Advisory | Corporate & Other Income | Total | |||||||||||||||||
Year ended August 31, 2014 | |||||||||||||||||||||
Segment revenue | |||||||||||||||||||||
Revenue from external Customer | $ | 1,967,267 | $ | 165,327 | $ | 4,026,090 | $ | - | $ | 6,158,684 | |||||||||||
Direct cost of revenue | (840,190 | ) | (354,504 | ) | (1,788,885 | ) | (1,864 | ) | (2,985,443 | ) | |||||||||||
Administrative expense | (427,234 | ) | (35,848 | ) | (874,531 | ) | - | (1,337,613 | ) | ||||||||||||
Gross profit/(loss) | 699,843 | (225,025 | ) | 1,362,674 | (1,864 | ) | 1,835,628 | ||||||||||||||
Other income | 5,429 | 523 | 12,725 | - | 18,677 | ||||||||||||||||
Finance cost | (39,734 | ) | (3,771 | ) | (91,904 | ) | - | (135,409 | ) | ||||||||||||
Income/(loss) before income taxes | 665,538 | (228,273 | ) | 1,283,495 | (1,864 | ) | 1,718,896 | ||||||||||||||
Income tax | (130,868 | ) | (10,941 | ) | (266,210 | ) | - | (408,019 | ) | ||||||||||||
Net income/(loss) | $ | 534,670 | $ | (239,214 | ) | $ | 1,017,285 | $ | (1,864 | ) | $ | 1,310,877 | |||||||||
Accounting & | Corporate | Multi- Disciplinary | Corporate & | Total | |||||||||||||||||
Corporate Services | Restructuring | Advisory | Other Income | ||||||||||||||||||
& Insolvency | |||||||||||||||||||||
Total assets | $ | 1,415,135 | $ | 131,968 | $ | 3,263,932 | $ | 3,983,527 | $ | 8,794,562 | |||||||||||
Total liabilities | $ | 1,719,123 | $ | 63,382 | $ | 3,974,039 | $ | 1,440,617 | $ | 7,197,161 | |||||||||||
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 | |||||||||||
Direct cost of revenue | (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/(loss) | $ | 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 |
Acquisition_Of_Subsidiary_T_H_
Acquisition Of Subsidiary, T H Strategic Management Limited | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 4. Acquisition Of Subsidiary, T H Strategic Management Limited | Almonds Kisses BVI entered into a share purchase agreement (the "Purchase Agreement") dated October 20, 2013. Pursuant to the Purchase Agreement, the Company agreed to purchase all shares of T H Strategic, (the "Acquisition") for purchase consideration of approximately $516,000 (HK$4 million). The acquisition is to expand its market share in the Hong Kong accounting service industry. Almonds Kisses BVI has fully paid the consideration of acquisition before the end of February 2014. T H Strategic is engaged in providing accounting, taxation, company secretarial and consultancy services. On October 20, 2013, the acquisition was consummated pursuant to the terms of Purchase Agreement and T H Strategic became a wholly owned subsidiary of Almonds Kisses BVI. | ||||||||
The following table summarizes the estimated fair values of tangible assets acquired and liabilities assumed as of the date of the Merger: | |||||||||
Assets/ | |||||||||
(liabilities) | |||||||||
Cash | $ | 16,189 | |||||||
Account receivables | 89,685 | ||||||||
Accruals and other payables | (17,544 | ) | |||||||
Tax payables | (25,469 | ) | |||||||
Due to a related party | (22,504 | ) | |||||||
Intangible asset | 322,477 | ||||||||
Goodwill | 153,128 | ||||||||
Consideration | $ | 515,962 | |||||||
As the purchase price exceeds the fair value of assets and liabilities acquired or assumed, goodwill will be recognized. Goodwill is calculated as the difference between the Acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. No acquisition related costs incurred in this acquisition. | |||||||||
The following is a summary of revenues, expenses and net income of T H Strategic since the effective acquisition date (October 20, 2013) included in the consolidated results of operations for the Company during the year ended August 31, 2014: | |||||||||
Revenue | $ | 293,804 | |||||||
Expenses | (158,696 | ) | |||||||
Net income attributable to T H Strategic | $ | 135,108 | |||||||
The following pro forma consolidated statements of operations have been prepared assuming that the acquisition of T H Strategic occurred on September 1 of each of the years presented. | |||||||||
Pro Forma Consolidated | |||||||||
For the year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | 325,492 | $ | 369,108 | |||||
Expenses | (153,679 | ) | (225,156 | ) | |||||
Pro Forma Net Income Attributable To Ordinary Shareholders | $ | 171,813 | $ | 143,952 | |||||
Pro Forma Net Income Per Share | |||||||||
Basic | $ | 0.007 | $ | 0.012 | |||||
Diluted | $ | 0.007 | $ | 0.012 | |||||
Weighted average shares outstanding | |||||||||
Basic | 26,342,404 | 12,252,562 | |||||||
Diluted | 26,342,404 | 12,252,562 |
Acquisition_Of_Subsidiary_Moti
Acquisition Of Subsidiary, Motion Tech Development Limited | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 5. Acquisition Of Subsidiary, Motion Tech Development Limited | In August 2013, the Company acquired 100% shareholding of Motion Tech Development Limited, incorporated British Virgin Islands, for net purchase consideration of about US$1,909,653 (approximately HK$14.8 million). Motion Tech is a property holding company. The value of Motion Tech as at August 29, 2013 was $1,909,653 and was allocated as follows: | ||||||||
Property and equipment | $ | 1,909,653 | |||||||
Total assets acquired | $ | 1,909,653 | |||||||
The following pro forma consolidated statements of operations have been prepared assuming that the acquisition of Motion Tech occurred on September 1 of each of the years presented. | |||||||||
Pro Forma Consolidated | |||||||||
For the year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | - | $ | - | |||||
Expenses | (77,572 | ) | (851 | ) | |||||
Pro Forma Net Loss Attributable To Ordinary Shareholders | $ | (77,572 | ) | $ | (851 | ) | |||
Pro Forma Net Loss Per Share | |||||||||
Basic | $ | (0.003 | ) | $ | - | ||||
Diluted | $ | (0.003 | ) | $ | - | ||||
Weighted average shares outstanding | |||||||||
Basic | 26,342,404 | 12,252,562 | |||||||
Diluted | 26,342,404 | 12,252,562 |
Cash
Cash | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 6. Cash | Cash represents cash in bank and cash on hand. Cash as of August 31, 2014 and 2013 consists of the following: | ||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Bank balances and cash | $ | 95,811 | $ | 164,314 | |||||
All cash was maintained in Hong Kong, PRC. In Hong Kong, there are no rules or regulations mandating an obligatory insurance of bank accounts. Management believes these financial institutions are of high credit quality. |
Restricted_Cash
Restricted Cash | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 7. Restricted Cash | At August 31, 2014 and 2013, $258,968 and $129,312 of cash respectively was restricted and deposited in a bank as security for installment loans payable to the bank. |
Due_FromTo_A_Related_Party
Due From/(To) A Related Party | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 8. Due From A Related Party | The amounts due from Tong Wing Shan Michelle, Chief Financial Officer of the Company (“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 the CFO for the years ended August 31, 2014 and 2013 is as follows: | ||||
Year Ended | |||||
31-Aug-14 | |||||
Balance due at September 1, 2013 | $ | 418,658 | |||
Amount repaid during the year | (418,658 | ) | |||
Repayment of loan from a related party | (105,690 | ) | |||
Amount advanced during the year | (557,451 | ) | |||
Foreign currency translation adjustment | 130 | ||||
Balance due at August 31, 2014 | $ | (663,011 | ) | ||
Year Ended August 31, 2013 | |||||
Balance due at September 1, 2012 | $ | 241,036 | |||
Amount advanced during the year | 4,831,702 | ||||
Amount repaid during the year | (4,655,559 | ) | |||
Foreign currency translation adjustment | 1,479 | ||||
Balance due at August 31, 2013 | $ | 418,658 |
Advance_To_Third_Parties
Advance To Third Parties | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 9. Advance To Third Parties | The advance to third parties represents advances made to three unrelated parties. One of advances is interest bearing at 3.5% per annum and shall be repayable within one year with fixed terms of repayment schedule. One of advances is interest free, unsecured and shall be repayable within one year with fixed terms of repayment schedule. Another one is interest free, unsecured and repayable on demand, and shall be repayable within one year. |
Loan_From_A_Related_Party
Loan From A Related Party | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 10. Loan From A Related Party | The amount of the loan from Tong Wing Shan Michelle, the Company’s CFO, is interest free, unsecured and is due and payable on August 30, 2017. A partial repayment was made by the Company in the fiscal year of 2014. |
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 11. Property and Equipment, Net | Property and equipment, net consist of the following: | ||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Property held for sale and used | $ | 1,909,062 | $ | 1,909,062 | |||||
Leasehold improvement | 134,613 | 85,345 | |||||||
Furniture and fixtures | 5,632 | 5,632 | |||||||
Office equipment | 6,730 | 6,730 | |||||||
Motor vehicle | 90,344 | 145,407 | |||||||
2,146,381 | 2,152,176 | ||||||||
Less: Accumulated depreciation | (146,836 | ) | (63,486 | ) | |||||
$ | 1,999,545 | $ | 2,088,690 | ||||||
Depreciation expense included in general and administrative expenses for the years ended August 31, 2014 and 2013 amounted to $110,654 and $50,475, respectively. | |||||||||
The residential property held for sale and used held by Motion Tech is collateral for a banking facility with a maximum amount of $2,063,850 (HK$16 million). |
Assets_Held_Under_Capital_Leas
Assets Held Under Capital Leases | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 12. 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 $31,076 (net of accumulated depreciation) at August 31, 2014. Amortization of assets under capital leases is included in depreciation expense. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of August 31, 2014, are as follows: | ||||
Amount | |||||
Year ending August 31, | |||||
2015 | $ | 11,676 | |||
2016 | 11,676 | ||||
2017 | 9,730 | ||||
2018 | - | ||||
Thereafter | - | ||||
Total minimum lease payment | 33,082 | ||||
Less: Imputed interest | (1,252 | ) | |||
Present value of net minimum lease payments | 31,830 | ||||
Less: Current maturities of capital leases obligations | (10,843 | ) | |||
Long-term capital leases obligations | $ | 20,987 |
Intangible_Asset
Intangible Asset | 12 Months Ended | ||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 13. Intangible Asset | Intangible assets consist of customer lists purchased from three unrelated parties pursuant to the agreements dated June 21, 2005, April 28, 2011, September 30, 2013 and October 20, 2013. | ||||||||||||||||||||
Intangible assets as of August 31, 2014 and 2013 consist of the following: | |||||||||||||||||||||
Client list 1 | Client list 2 | Client list 3 | T H Strategic | Total | |||||||||||||||||
Amortized intangible assets: | |||||||||||||||||||||
Gross carrying amounts | |||||||||||||||||||||
Balance as of August 31, 2013 | $ | 1,025,667 | $ | 769,251 | $ | - | $ | - | $ | 1,794,918 | |||||||||||
Acquisition | - | - | 154,789 | 322,477 | 477,266 | ||||||||||||||||
Balance as of August 31, 2014 | 1,025,667 | 769,251 | 154,789 | 322,477 | 2,272,184 | ||||||||||||||||
Accumulated amortization | |||||||||||||||||||||
Balance as of August 31, 2013 | 821,129 | 179,949 | - | - | 1,001,078 | ||||||||||||||||
Amortization expenses | 103,171 | 77,378 | 14,186 | 28,211 | 222,946 | ||||||||||||||||
Balance as of August 31, 2014 | 924,300 | 257,327 | 14,186 | 28,211 | 1,224,024 | ||||||||||||||||
Total amortized intangible assets | $ | 101,367 | $ | 511,924 | $ | 140,603 | $ | 294,266 | $ | 1,048,160 | |||||||||||
The intangible assets are amortized using the straight line method over a period of 10 years. Amortization expenses for the years ended August 31, 2014 and 2013 are $222,946 and $180,519 respectively. The future amortization as of August 31, 2014 will be as follows: | |||||||||||||||||||||
Amount | |||||||||||||||||||||
Year ending August 31, | |||||||||||||||||||||
2015 | $ | 226,527 | |||||||||||||||||||
2016 | 125,160 | ||||||||||||||||||||
2017 | 125,160 | ||||||||||||||||||||
2018 | 125,160 | ||||||||||||||||||||
2019 | 125,160 | ||||||||||||||||||||
Thereafter | 320,993 | ||||||||||||||||||||
$ | 1,048,160 |
Other_Investment
Other Investment | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 14. Other Investment | On August 20, 2014, the Company acquired 2% of the issued and outstanding capital stock of Elite Global Group Limited (incorporated in Hong Kong) (“Elite Global”) from one of the then two shareholders of Elite Global for the sum of approximately $2,000,000 (HK $15,000,000) payable by the transfer of certain receivables due to a subsidiary of the Company. Elite Global has entered into a Preliminary Development Agreement with Viacom Media Networks to construct and establish a new entertainment theme park in the PRC. Elite Global is expected to submit a development plan for Viacom’s approval and then obtain a license to operate the theme park. The Company is not aware of the proposed timeframe for completion of the foregoing. In addition, Elite Global is a party to a Joint Venture Agreement with Simson Giftware which operates and manufactures merchandise for theme stores in Taiwan and Hong Kong. |
Pursuant to the agreement with the seller of the shares, the Company retains the right to request the seller to buy back all or part of the shares purchased at $2,000,000 or such proportionate amount, if any, after August 20, 2015. |
Deposit_Paid_For_Acquisition_O
Deposit Paid For Acquisition Of A Client List | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 15. Deposit Paid For Acquisition Of A Client List | Amount represents a deposit paid for acquisition of a client list from two parties, one of whom is a shareholder of the Company who holds 21,500 shares of common stock which represents less than 1.0% of the total outstanding shares of common stock of the Company. It is in the board of directors’ view that this is not a related party transaction. In consideration for the acquisition of the customer list, the Company has agreed to pay the seller the sum of $1,500,000 (approximately HK$12 million) and 5,000,000 shares of the common stock of the Company. Such amount is to be paid as follows: (i) $258,000 (approximately HK$2 million) upon signing of the Purchase Agreement which amount has been paid, (ii) $387,000 (approximately HK$3 million) on or before March 30, 2015, and (iii) the balance of the purchase price of $903,000 (approximately HK$7 million) in 18 monthly installments commencing one month after closing. The shares of common stock are to be issued at closing. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 16. Income Taxes | The entities that comprise the Group file separate tax returns in the respective tax jurisdictions that they operate. The Company files income tax returns in the U.S. federal and state, and foreign jurisdictions such as Hong Kong, People’s Republic of China. | ||||||||
The Company is domiciled in the State of Delaware, U.S.A.. No provision for U.S.A. profits tax has been made as the Company has sustained losses. | |||||||||
The Company’s subsidiary, Almonds Kisses is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets. | |||||||||
The Company’s subsidiary, ADGS Advisory Limited, is domiciled in Hong Kong, and a provision for Hong Kong profits tax in the amount of $365,805 and $152,300 has been made for the years ended August 31, 2014 and 2013, respectively. | |||||||||
The Company’s subsidiary, ADGS Tax Advisory Limited, is domiciled in Hong Kong. No provision for Hong Kong profits tax has been made as the subsidiary sustained tax losses for the years ended August 31, 2014 and 2013. | |||||||||
The Company’s subsidiary, Vantage Advisory Limited, is domiciled in Hong Kong. No provision for Hong Kong profits tax has been made as the subsidiary sustained tax losses for the years ended August 31, 2014 and 2013. | |||||||||
The Company’s subsidiary, Motion Tech is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets. | |||||||||
The Company’s subsidiary, T H Strategic acquired on October 20, 2013, is domiciled in Hong Kong, and a provision for Hong Kong profits tax in the amount of $24,934 has been made for the year ended August 31, 2014. | |||||||||
The Company's income tax for the years ended August 31, 2014 and 2013 can be reconciled to the income before income tax expenses in the statement of operations as follows: | |||||||||
Year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Income before tax | $ | 1,747,107 | $ | 777,097 | |||||
Expected Hong Kong income tax expense at statutory tax rate of 16.5% | $ | 288,273 | $ | 128,221 | |||||
Tax effect of expenses not deductible for tax purpose | 138,484 | - | |||||||
Tax effect of income not taxable for tax purpose | (6,193 | ) | - | ||||||
Tax effect of tax losses not recognised | (28,836 | ) | - | ||||||
Tax concession | (426 | ) | (213 | ) | |||||
Tax effect of temporary differences not recognised | 16,910 | 24,292 | |||||||
Utilization of tax losses | (193 | ) | - | ||||||
Actual income tax expense | $ | 408,019 | $ | 152,300 | |||||
The Company is not aware of any income tax audits in various jurisdictions, including the United States. The tax periods open to examination by the major taxing jurisdictions to which the Company and are subject include fiscal years 1998 through 2013. The Company is not aware of any unrecorded tax liabilities which would impact the Company’s financial position or its result of operations as of August 31, 2014 and 2013. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax (asset) / liability: | |||||||||
Difference between book and tax depreciation | $ | (2,836 | ) | $ | 2,340 | ||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Other major temporary differences that give rise to the deferred tax assets and liabilities are net operating losses carry forwards. As the amounts are immaterial as of August 31, 2014 and August 31, 2013, no deferred taxes have been provided for in the accounts. |
Bank_Loans
Bank Loans | 12 Months Ended | ||||||||||
Aug. 31, 2014 | |||||||||||
Notes to Financial Statements | |||||||||||
Note 17. Bank Loans | The details of the bank loans outstanding as of August 31, 2014 are as follows: | ||||||||||
Outstanding loan | Current annualized | ||||||||||
Name of bank | amount | interest rate | Nature of loans | Term of loans | Collateral | ||||||
Hang Seng Bank ("HSB") | US$97,522 | 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 | ||||||
(HK$755,806) | |||||||||||
Hitachi Capital (HK) Ltd (“HC”) | US$65,449 | HC annual rate of 8.57% effective | Term loan | April 11, 2014 to 12 April 2015 | Personal guarantee from related party and third party | ||||||
(HK$507,232) | |||||||||||
DBS | US$1,164,401 | DBS annual rate of 2.75% | Term loan | November 12, 2012 to 12 October, 2037 | Property and personal guarantee from related party | ||||||
(HK$9,024,220) | |||||||||||
Bank of East Asia (“BEA”) | US$24,597 | BEA monthly rate of 0.6% | Term loan | February 20, 2014 to July 20, 2015 | Personal guarantee from related party | ||||||
(HK$190,629) | |||||||||||
Hang Seng Bank (“HSB”) | US$638,748 | HSB annual rate of 2.2% | Term loan | May 16, 2014 to May 16, 2034 | Property and personal guarantee from related party | ||||||
(HK$4,950,359) | |||||||||||
Hang Seng Bank (“HSB”) | US$497,689 | HSB annual rate of 3.7% | Term loan | May 16, 2014 to May 15, 2021 | Property and personal guarantee from related party | ||||||
(HK$3,857,143) | |||||||||||
Shanghai Commercial Bank (“SCB”) | US$614,290 | SCB annual rate of 3% | Term loan | July 9, 2014 to July 9, 2034 | Property and personal guarantee from related party | ||||||
(HK$4,760,808) | |||||||||||
Shanghai Commercial Bank (“SCB”) | US$489,782 | SCB annual rate of 6.25% | Term loan | June 9, 2014 to June 8, 2017 | Property and personal guarantee from related party | ||||||
(HK$3,795,863) | |||||||||||
DBS | US$516,122 | DBS annual rate of 3.0714% | Term loan | August 8, 2014 to August 8, 2019 | Property and personal guarantee from related party | ||||||
(HK$4,000,000) | |||||||||||
Hitachi Capital (HK) Ltd (“HC”) | US$18,139 | HC annual rate of 8.56% | Term loan | January 27, 2014 to September 27, 2015 | Personal guarantee from related party and third party | ||||||
(HK$140,574) | |||||||||||
$4,126,739 | |||||||||||
The details of the bank loans outstanding as of August 31, 2013 are as follows: | |||||||||||
Outstanding loan | Current annualized | ||||||||||
Name of bank | amount | interest rate | Nature of loans | Term of loans | Collateral | ||||||
Shanghai Commercial Bank ("SCB") | US$943,651 | SCB annual rate of 3% | Term loan | January 30, 2012 to December 31, 2035 | Property and personal guarantee from related party and third party | ||||||
(HK$7,315,652) | |||||||||||
Hang Seng Bank ("HSB") | US$136,863 | 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 | ||||||
(HK$1,061,028) | |||||||||||
Hitachi Capital (HK) Ltd ("HC") | US$5,573 | HC annual rate of 6.98% | Term loan | June 29, 2012 to November 25, 2013 | Personal guarantee from related party | ||||||
(HK$43,204) | |||||||||||
DBS | US$1,200,698 | DBS annual rate of 2.75% | Term loan | November 12, 2012 to 12 October, 2037 | Property and personal guarantee from related party | ||||||
(HK$9,308,419) | |||||||||||
$2,286,785 | |||||||||||
Interest expenses for the years ended August 31, 2014 and 2013 are $78,660 and $127,101 respectively. | |||||||||||
Bank loans repayment schedule is as follows: | |||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
Year ending August 31, | |||||||||||
2015 | $ | 569,425 | $ | 107,548 | |||||||
2016 | 481,843 | 114,303 | |||||||||
2017 | 432,570 | 118,253 | |||||||||
2018 | 273,712 | 90,382 | |||||||||
2019 | 279,430 | 79,363 | |||||||||
Thereafter | 2,089,759 | 1,776,936 | |||||||||
$ | 4,126,739 | $ | 2,286,785 | ||||||||
The bank loans as outlined in the aforementioned tables are secured by related parties' and third parties' properties and personal guarantees. |
Deferred_Revenue
Deferred Revenue | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 18. Deferred Revenue | August 31, | August 31, | |||||||
2014 | 2013 | ||||||||
Deferred revenue – current portion | $ | 145,159 | $ | 145,114 | |||||
Deferred revenue – net of current portion | 290,319 | 435,343 | |||||||
$ | 435,478 | $ | 580,457 | ||||||
The Company has an agreement with a third party for consultancy services with a fixed fee and term of four years, renewable upon expiration. Deferred revenue to be recognized in next fiscal year (2015) is classified as current liabilities with the remaining balance classified as a non-current liabilities. | |||||||||
The total future revenue under such non-cancellable agreement with respect to consultancy service income as of August 31, 2014 is as follows: | |||||||||
Year Ending August 31, | Revenue | ||||||||
2015 | $ | 145,159 | |||||||
2016 | 145,159 | ||||||||
2017 | 145,160 | ||||||||
Thereafter | - | ||||||||
$ | 435,478 |
Equity_Method_Investment
Equity Method Investment | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 19. Equity Method Investment | The Company owns a 30% equity interest of Dynamic Golden Limited (“Dynamic”), a Hong Kong incorporated company with limited liability and Dynamic is a property holding company. The other shareholder of Dynamic (70% ownership of Dynamic), Tong Wing Yee Betty is a principal shareholder of the Company and the sister of the CFO of the Company, Tong Wing Shan Michelle. Dynamic has received no income since it acquired the property in 2008. The property was recorded at cost at about $1.46 million and depreciation was charged over its unexpired term of lease. The property has been used to secure a bank loan granted to ADGS Hong Kong with an outstanding balance of $1,164,401 as of August 31, 2014. |
Subscription_Receivable
Subscription Receivable | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 20. Subscription Receivable | As of August 31, 2014, there is a subscription receivable of $3,092,458. Of such amount, $64,515 (approximately HK$500,000) has been received subsequent to August 31, 2014 and prior to the issuance of this report. |
Stockholders_Equity
Stockholders Equity | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 21. Stockholders? Equity | As of August 31, 2014, the Company has authorized common stock of 50,000,000 shares at $0.0001 par value per share, and issued and outstanding common stock of 35,337,805 shares at $0.0001 par value per share. Furthermore, the Company has authorized preferred stock of 2,000,000 shares at $0.0001 par value per share, of which none have been issued to date. |
Concentrations_of_Risk
Concentrations of Risk | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 22. Concentrations of Risk | The Group's credit risk is somewhat limited due to a relatively large customer base. During the years ended August 31, 2014 and 2013, the Group had one customer, which accounted for 15% of total revenue and 35% of total accounts receivable at August 31, 2014 and had no customer which accounted for more than 10% total revenue at August 31, 2013. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 23. Related Party Transactions | Significant related party transactions were as follows. | ||||||||
Year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue: | |||||||||
Accounting & corporate services | $ | 450,671 | $ | - | |||||
Multi-disciplinary Advisory | 252,326 | - | |||||||
$ | 702,997 | $ | - | ||||||
Direct cost of revenue:- | |||||||||
Accounting & corporate services | $ | 41,574 | $ | 107,534 | |||||
Corporate restructuring & insolvency | 129,455 | - | |||||||
$ | 171,029 | $ | 107,534 | ||||||
The balances associated with accounting & corporate services and corporate restructuring & insolvency primarily represent revenue and direct cost of revenue, which were the fees or expense charged by the Company's Chief Operating Officer and related parties as they are license holders of insolvency to execute the liquidation for the years ended August 31, 2014 and 2013. | |||||||||
See Notes 8 and 10 for discussion of advances to and from related parties. |
Equity_Compensation_Plans
Equity Compensation Plans | 12 Months Ended | ||||||||||||
Aug. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 24. Equity Compensation Plans | On August 28, 2014, the Company’s Board of Directors approved and adopted the ADGS Advisory, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), subject to the approval by the stockholders to the extent required under Section 422 or 424 of the U.S. Internal Revenue Code or any other applicable laws, and authorized the Company to issue up to 7,500,000 shares of the Company Common Stock under the 2014 Plan (subject to adjustment to take account of stock dividends, stock splits, recapitalizations and similar corporate events). Holders of shares representing a majority of the voting securities of the Company have given their written consent to the approval of the 2014 Plan. The purpose of the 2014 Plan is to provide officers, other employees and directors of, and consultants and advisors to, the Company and the Company’s subsidiaries an incentive to (a) enter into and remain in the Company’s service or that of the Company’s subsidiaries, (b) enhance the Company’s long term performance and that of the Company’s subsidiaries, and (c) acquire a proprietary interest in the Company. Under the 2014 Plan, the Company will have the right to issue stock options, restricted stock, restricted stock units and other stock awards. | ||||||||||||
The Compensation Committee or another committee of the Company’s Board of Directors (or if there is no committee, the Board of Directors itself) will administer the 2014 Plan. Subject to the express limitations of the 2014 Plan, the Compensation Committee shall have authority in its discretion to determine the eligible persons to whom, and the time or times at which, awards may be granted, the number of shares, units or other rights subject to each award, the exercise, base or purchase price of an award (if any), the time or times at which an award will become vested, exercisable or payable, the performance goals and other conditions affecting an award, the duration of the award, and all other terms of the award. | |||||||||||||
To date, no awards have been granted under the 2014 Plan. | |||||||||||||
Information regarding equity compensations plans is set forth in the table below: | |||||||||||||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||
(a) | (b) | (c) | |||||||||||
Equity compensation | -0- | -0- | 7,500,000 | ||||||||||
plans approved by | |||||||||||||
security holders | |||||||||||||
Equity compensation | -0- | -0- | -0- | ||||||||||
plans not approved | |||||||||||||
by security holders | |||||||||||||
Total | -0- | -0- | 7,500,000 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 25. 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, 2014 and August 31, 2013. | ||||
(b) | Rental expense amounted to $168,077 and $156,841 for the years ended August 31, 2014 and 2013 respectively. After the year end August 31, 2014, the Company has entered a written tenancy agreement which located in Hong Kong. The total future minimum lease payments under non-cancellable operating leases with respect to premises as of August 31, 2014 are payable as follows: | ||||
Year Ending August 31, | Rental | ||||
2015 | $ | 473,300 | |||
2016 | 411,358 | ||||
2017 | 411,358 | ||||
2018 | 34,280 | ||||
2019 | - | ||||
Over five years | - | ||||
$ | 1,330,296 | ||||
(c) | On July 30, 2014, the Company entered into an agreement to acquire a client customer base from a third party for consideration of approximately $1,548,367 (equivalent to HK$12 million) plus 5,000,000 shares of the Company’s common stock. The consideration is payable as follows: (i) a first installment of $258,061 (equivalent to HK $2 million) which was paid upon signing of the Agreement, (ii) a second installment of $387,092 (equivalent to HK$3 million), and a remaining balance payable in eighteen monthly installments of $50,322 (equivalent to HK$390,000 each) commencing one month after closing. The closing is expected to occur on or before March 30, 2015. The total future installments with respect to the agreement are payable as follows: | ||||
Year Ending August 31, | Rental | ||||
2015 | $ | 638,701 | |||
2016 | 603,863 | ||||
2017 | 47,742 | ||||
2018 | - | ||||
2019 | - | ||||
Over five years | - | ||||
$ | 1,290,306 | ||||
Economic and political risks | |||||
(a) | The major operations of the Group are conducted in Hong Kong, the PRC. Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong's economy may influence the business, financial condition, and results of operations of the Company. | ||||
Among other risks, the Group's operations are subject to the risks of restrictions on: changing taxation policies; and political conditions and governmental regulations. |
Condensed_Parent_Company_Finan
Condensed Parent Company Financial Information | 12 Months Ended | |||||||||
Aug. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Note 26. Condensed Parent Company Financial Information | These supplemental condensed parent company financial statements should be read in conjunction with the notes to the Company’s Consolidated Financial Statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. | |||||||||
As of August 31, 2014 there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except as separately disclosed in the Company’s Consolidated Financial Statements. | ||||||||||
CONDENSED BALANCE SHEETS | ||||||||||
August 31, | August 31, | |||||||||
2014 | 2013 | |||||||||
Assets | ||||||||||
Investment in subsidiaries | $ | 1,591,704 | $ | 194,164 | ||||||
Due from a related party | 96,579 | - | ||||||||
Total assets | $ | 1,688,283 | $ | 194,164 | ||||||
Liabilities and stockholders' equity | ||||||||||
Current liabilities | ||||||||||
Accrued expenses | $ | 90,882 | $ | 65,011 | ||||||
Due to a related party | - | 50,305 | ||||||||
Total current liabilities | 90,882 | 115,316 | ||||||||
Total liabilities | 90,882 | 115,316 | ||||||||
Total stockholders’ equity | 1,597,401 | 78,848 | ||||||||
Total liabilities and stockholders' equity | $ | 1,688,283 | $ | 194,164 | ||||||
CONDENSED STATEMENT OF INCOME | ||||||||||
For the year ended August 31, 2014 | For the year ended August 31, 2013 | |||||||||
General and administrative expenses | $ | 246,308 | $ | 64,987 | ||||||
Equity in income of subsidiaries | 1,084,886 | 582,638 | ||||||||
Net income | $ | 1,331,194 | $ | 647,625 |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 27. Recently Issued Accounting Pronouncements | In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. . The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company's results of operations or financial condition. | |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | |
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Note 28. Subsequent Events | Subsequent to the year ended August 31, 2014, 1,366,984 shares of Common Stock were issued to ten shareholders in the aggregate which shares were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended, and Regulation S thereunder. All investors represented and warranted that they were non-U.S. persons with the meaning of Regulation S. |
As of August 31, 2014, there is subscription receivable of $3,092,458. Of such amount $64,515 (approximately HK$500,000) has been received subsequent to August 31, 2014 and prior to the issuance of this report. | |
See Note 26 for information on the agreement entered into on July 30, 2014 to acquire a client customer base from a third party for consideration of approximately about $1,548,367 (equivalent to HK$12 million) plus 5,000,000 shares of the Company’s common stock. The consideration is payable as follows: (i) a first installment of $258,061 (equivalent to HK $2 million) which was paid upon signing of the Agreement, (ii) a second installment of $387,092 (equivalent to HK$3 million), and a remaining balance payable in eighteen monthly installments of $50,322 (equivalent to HK$390,000 each) commencing one month after closing. The closing is expected to occur on or before March 30, 2015. Subsequent to the year ended August 31, 2014, and in January 2015, the Company paid half of the second installment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Summary Of Significant Accounting Policies Policies | |||||
Basis of presentation | These consolidated financial statements are audited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures for a fair presentation of these consolidated financial statements have been included. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. | ||||
The audited condensed consolidated financial statements include all accounts of the Company and its subsidiaries as disclosed in Note 1. All material inter-company balances and transactions have been eliminated. | |||||
As both the Company and its subsidiaries, ADGS Hong Kong 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 prior periods are the assets and liabilities of the Company’s operating subsidiaries. | |||||
Certain reclassifications have been made to the comparative period amounts to conform with that of the current period. | |||||
Use of estimates | The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make a number of estimates and assumptions relating to 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 years. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-live assets; valuation allowances for receivables, and realizable values for inventories. Accordingly, actual results could differ from those estimates. | ||||
Foreign currency translation | The Group uses United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The subsidiaries within the Company maintain their books and records in their respective functional currency, Hong Kong dollars (“HK$”), being the lawful currency in Hong Kong. Assets and liabilities of the subsidiaries are translated from H.K. Dollars into U.S. Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and comprehensive income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income included in the stockholders’ equity section of the balance sheets. The exchange rates used to translate amounts in HKD into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows: | ||||
August 31, | August 31, | ||||
2014 | 2013 | ||||
Balance sheet items, except for equity accounts | HK$7.7501= | HK$7.7525= | |||
Items in statements of income and cash flows | HK$7.7541= | HK$7.7554= | |||
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) | The Company recognizes the management fee income when service is provided. Services include providing administration support service or accounting service to companies. | ||||
Direct cost of revenue | Direct costs of revenues generated from providing accounting, taxation, company secretarial and consultancy services consists primarily of billable employee compensation and related payroll benefits, the cost of consultants assigned to revenue generating activities and direct expenses billable to clients. Direct cost of revenues does not include an allocation of overhead costs. | ||||
Direct costs from providing consultancy service for slope inspections under fixed price contracts are recognized, as the related contact costs are incurred. | |||||
Cash | Cash represents cash in banks and cash on hand. | ||||
The Group considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Substantially all of the cash deposits of the Group are held with financial institutions located in the Hong Kong, PRC. Management believes these financial institutions are of high credit quality. The group held no cash equivalents at August 31, 2014. | |||||
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 | Account receivables 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. | |||||
Other receivables and advance to a third party | Other receivables represent non-trade receivables from non-related third parties, and are recognized initially at fair value. | ||||
Advance to third parties are recorded as loan advances to non-related third parties for a potential investment opportunity. Outstanding balances are reviewed for collectability. | |||||
The advances are non-interest bearing, unsecured and shall be repaid within the next twelve months. | |||||
Deferred revenue | The Company entered into a contract with a third party to provide corporate advisory and consulting services. The agreement has a fixed term of four years, and is renewable upon maturity. These fees are deferred and are amortized to income as earned over the term of the agreement. Deferred revenue that will be recognized in next fiscal year is classified within current liabilities. | ||||
Property and equipment | Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized. | ||||
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition. | |||||
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value. | |||||
The estimated useful lives of the assets are as follows: | |||||
Estimated Life | |||||
Property held for sale and used | Over the unexpired term of the lease | ||||
Leasehold improvement | 5 years | ||||
Furniture and fixtures | 5 years | ||||
Office equipment | 5 years | ||||
Motor vehicles | 5 years | ||||
Equity-method investment | Affiliated companies, in which the Company has significant influence, but not control, are accounted for equity-method investment. Equity-method investment adjustments include the Company’s proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, adjustments to recognize certain differences between the Company’s carrying value and the Company’s equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Gain or losses are realized when such investments are sold. | ||||
Non-controlling interest | Non-controlling interests represents the 20% interest in ADGS Tax not owned by Almonds Kisses. | ||||
Intangible assets | The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include: | ||||
- | significant underperformance relative to historical or projected future operating results; | ||||
- | significant changes in the manner of use of the acquired assets or the strategy for our overall business; | ||||
- | identification of other impaired assets within a reporting unit; | ||||
- | disposition of a significant portion of an operating segment; | ||||
- | significant negative industry or economic trends; | ||||
The intangible assets are amortized using the straight line method over a period of 10 years. | |||||
Goodwill | In accordance with U.S. GAAP, the Company tests goodwill for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company reviews goodwill for impairment based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below the reportable segment level. In September 2011, the FASB issued guidance on testing goodwill for impairment. The guidance provides entities with an option to perform a qualitative assessment to determine whether further quantitative impairment testing is necessary. | ||||
In accordance with the guidance, the Company reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances made it more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying value to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, but are not limited to, such estimates as projected business results, growth rates, the Company’s weighted-average cost of capital, royalty and discount rates. | |||||
Other investment | Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Consolidated Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Consolidated Statement of Operations. If circumstances suggest that the value of the Investee company has subsequently recovered, such recovery is not recorded. | ||||
When a cost method Investee company initially qualifies for use of the equity method, the Company’s carrying value is adjusted for the Company’s share of the past results of the Investee’s operations. Therefore, prior losses could significantly decrease the Company’s carrying value in that Investee company at that time. | |||||
Other investment represents a 2% holding of ordinary shares of a company incorporated in Hong Kong. The Company acquired the other investment which is initially measured at cost (i.e., the purchase price). The other investment is subsequently carried at cost less accumulated impairment losses. When investment is retired or disposed of, the cost and accumulated impairment losses are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition. | |||||
The Company follows Subtopic 325-20 of the FASB Accounting Standards Codification to account for its ownership interest in non-controlled entities, particularly foreign. Under ASC 325-20, investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the investee subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. | |||||
Impairment of long-lived assets | The Company evaluates when events or circumstances indicate that the carrying amount of long-lived assets to be held and used might not be recoverable, the expected future undiscounted cash flows from the assets are estimated and compared with the carrying amount of the assets. If the sum of the estimated undiscounted cash flows was less than the carrying amount of the assets, an impairment loss would be recorded. The impairment loss would be measured on a location by location basis by comparing the fair value of the asset with its carrying amount. Long-lived assets that are held for disposal are reported at the lower of the assets’ carrying amount or fair value less costs related to the assets’ disposition. No impairment has been recognized. | ||||
Assets under capital lease | Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. | ||||
Comprehensive income | Comprehensive income includes net income and also considers the effect of other changes to stockholders' equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders' equity. The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income. | ||||
Earnings per share | Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. | ||||
Income Taxes | The Group accounts for income taxes under FASB ASC Topic 740 "Income Taxes". Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse. | ||||
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date. | |||||
The Group records uncertain tax positions when it is more likely than not that the tax positions will not be sustained upon examination by the respective tax authority. | |||||
The Group recognizes interest and penalty related to income tax matters as income tax expense. For the years ended August 31, 2014 and 2013, there was no penalty or interest recognized as income tax expenses. | |||||
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 $30,388 and $24,614 for the years ended August 31, 2014 and 2013 respectively. | ||||
Fair Value Measurements | In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU 2010-06” “Fair Value Measurements and Disclosures”. The new guidance clarifies two existing disclosure requirements and requires two new disclosures as follows: (1) a “gross” presentation of activities (purchases, sales, and settlements) within the Level 3 rollforward reconciliation, which will replace the “net” presentation format; and (2) detailed disclosures about the transfers in and out of Level 1 and 2 measurements. This guidance is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 rollforward information, which is required for annual reporting periods beginning after December 15, 2010, and for interim reporting periods thereafter. The Company adopted the amended fair value disclosures guidance on January 1, 2012. As of August 31, 2014 and 2013, none of the Company’s financial assets or liabilities was measured at fair value on a recurring basis. As of August 31, 2014 and 2013, none of the Company’s non-financial assets or liabilities was measured at fair value on a nonrecurring basis. | ||||
The carrying values of the Company’s financial assets and liabilities, including accounts receivable, other receivables, other current assets, bank loans, accounts payable, and accrued liabilities and other payables, are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. It is not practicable to estimate the fair values of advance to and advance from related parties because of the related party nature of such advances. |
Description_of_Business_and_Or1
Description of Business and Organization (Tables) | 12 Months Ended | ||||||
Aug. 31, 2014 | |||||||
Description Of Business And Organization Tables | |||||||
Subsidiary and equity-method investment | Subsidiary’s name | Place and date of incorporation | Percentage of ownership by the Company | Principal activities | |||
Almonds Kisses Limited “Almonds Kisses” | British Virgin Island March 1, 2011 | 100% | Holding company | ||||
ADGS Advisory Limited “ADGS Hong Kong” | Hong Kong, People's Republic of China (“PRC”) | 100% (though Almonds Kisses) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
28-Apr-11 | |||||||
ADGS Tax Advisory Limited | Hong Kong, PRC | 80% (through ADGS Hong Kong) | Holding company | ||||
“ADGS Tax” | 17-Mar-03 | ||||||
Dynamic Golden Limited | Hong Kong, PRC | 30% (through ADGS Tax, until November 19, 2013 and through Almonds Kisses thereafter) | Property holding company | ||||
“Dynamic” | 16-Apr-04 | ||||||
Vantage Advisory Limited “Vantage” | Hong Kong, PRC | 100% (though Almonds Kisses effective on January 4, 2013) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
6-Mar-08 | |||||||
Motion Tech Development Limited | British Virgin Islands | 100% (through Almonds Kisses effective on August 29, 2013) | Property holding company | ||||
“Motion Tech” | 3-Oct-07 | ||||||
T H Strategic Management Limited | Hong Kong, PRC | 100% (though Almonds Kisses effective on October 20, 2013) | Engage in providing accounting, taxation, company secretarial, and consultancy services. | ||||
“T H Strategic” | 16-Mar-10 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Summary Of Significant Accounting Policies Tables | |||||
The exchange rates used to translate amounts | August 31, | August 31, | |||
2014 | 2013 | ||||
Balance sheet items, except for equity accounts | HK$7.7501= | HK$7.7525= | |||
Items in statements of income and cash flows | HK$7.7541= | HK$7.7554= | |||
The estimated useful lives of the assets | Estimated Life | ||||
Property held for sale and used | Over the unexpired term of the lease | ||||
Leasehold improvement | 5 years | ||||
Furniture and fixtures | 5 years | ||||
Office equipment | 5 years | ||||
Motor vehicles | 5 years |
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | ||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||
Business Segments Tables | |||||||||||||||||||||
Business segment reporting | Accounting & Corporate Services | Corporate Restructuring & Insolvency | Multi-Disciplinary Advisory | Corporate & Other Income | Total | ||||||||||||||||
Year ended August 31, 2014 | |||||||||||||||||||||
Segment revenue | |||||||||||||||||||||
Revenue from external Customer | $ | 1,967,267 | $ | 165,327 | $ | 4,026,090 | $ | - | $ | 6,158,684 | |||||||||||
Direct cost of revenue | (840,190 | ) | (354,504 | ) | (1,788,885 | ) | (1,864 | ) | (2,985,443 | ) | |||||||||||
Administrative expense | (427,234 | ) | (35,848 | ) | (874,531 | ) | - | (1,337,613 | ) | ||||||||||||
Gross profit/(loss) | 699,843 | (225,025 | ) | 1,362,674 | (1,864 | ) | 1,835,628 | ||||||||||||||
Other income | 5,429 | 523 | 12,725 | - | 18,677 | ||||||||||||||||
Finance cost | (39,734 | ) | (3,771 | ) | (91,904 | ) | - | (135,409 | ) | ||||||||||||
Income/(loss) before income taxes | 665,538 | (228,273 | ) | 1,283,495 | (1,864 | ) | 1,718,896 | ||||||||||||||
Income tax | (130,868 | ) | (10,941 | ) | (266,210 | ) | - | (408,019 | ) | ||||||||||||
Net income/(loss) | $ | 534,670 | $ | (239,214 | ) | $ | 1,017,285 | $ | (1,864 | ) | $ | 1,310,877 | |||||||||
Accounting & | Corporate | Multi-Disciplinary | Corporate & | Total | |||||||||||||||||
Corporate Services | Restructuring | Advisory | Other Income | ||||||||||||||||||
& Insolvency | |||||||||||||||||||||
Total assets | $ | 1,415,135 | $ | 131,968 | $ | 3,263,932 | $ | 3,983,527 | $ | 8,794,562 | |||||||||||
Total liabilities | $ | 1,719,123 | $ | 63,382 | $ | 3,974,039 | $ | 1,440,617 | $ | 7,197,161 | |||||||||||
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 | |||||||||||
Direct cost of revenue | (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 | 302,705 | 146,707 | 321,328 | 6,357 | 777,097 | ||||||||||||||||
before income taxes | |||||||||||||||||||||
Income tax | (85,500 | ) | (28,615 | ) | (37,811 | ) | (374 | ) | (152,300 | ) | |||||||||||
Net income/(loss) | $ | 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 |
Acquisition_Of_Subsidiary_T_H_1
Acquisition Of Subsidiary, T H Strategic Management Limited (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Acquisition Of Subsidiary T H Strategic Management Limited Tables | |||||||||
The value of Vantage Advisory | Assets/ | ||||||||
(liabilities) | |||||||||
Cash | $ | 16,189 | |||||||
Account receivables | 89,685 | ||||||||
Accruals and other payables | (17,544 | ) | |||||||
Tax payables | (25,469 | ) | |||||||
Due to a related party | (22,504 | ) | |||||||
Intangible asset | 322,477 | ||||||||
Goodwill | 153,128 | ||||||||
Consideration | $ | 515,962 | |||||||
Summary of revenues and expenses after acquisition | Revenue | $ | 293,804 | ||||||
Expenses | (158,696 | ) | |||||||
Net income attributable to T H Strategic | $ | 135,108 | |||||||
Pro forma consolidated statements of operations | Pro Forma Consolidated | ||||||||
For the year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | 325,492 | $ | 369,108 | |||||
Expenses | (153,679 | ) | (225,156 | ) | |||||
Pro Forma Net Income Attributable To Ordinary Shareholders | $ | 171,813 | $ | 143,952 | |||||
Pro Forma Net Income Per Share | |||||||||
Basic | $ | 0.007 | $ | 0.012 | |||||
Diluted | $ | 0.007 | $ | 0.012 | |||||
Weighted average shares outstanding | |||||||||
Basic | 26,342,404 | 12,252,562 | |||||||
Diluted | 26,342,404 | 12,252,562 |
Acquisition_Of_Subsidiary_Moti1
Acquisition Of Subsidiary, Motion Tech Development Limited (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
The value of Motion Tech | Property and equipment | $ | 1,909,653 | ||||||
Total assets acquired | $ | 1,909,653 | |||||||
Pro forma consolidated statements of operations | Pro Forma Consolidated | ||||||||
For the year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | 325,492 | $ | 369,108 | |||||
Expenses | (153,679 | ) | (225,156 | ) | |||||
Pro Forma Net Income Attributable To Ordinary Shareholders | $ | 171,813 | $ | 143,952 | |||||
Pro Forma Net Income Per Share | |||||||||
Basic | $ | 0.007 | $ | 0.012 | |||||
Diluted | $ | 0.007 | $ | 0.012 | |||||
Weighted average shares outstanding | |||||||||
Basic | 26,342,404 | 12,252,562 | |||||||
Diluted | 26,342,404 | 12,252,562 | |||||||
Motion Tech [Member] | |||||||||
Pro forma consolidated statements of operations | The following pro forma consolidated statements of operations have been prepared assuming that the acquisition of Motion Tech occurred on September 1 of each of the years presented. | ||||||||
Pro Forma Consolidated | |||||||||
For the year ended August 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | - | $ | - | |||||
Expenses | (77,572 | ) | (851 | ) | |||||
Pro Forma Net Loss Attributable To Ordinary Shareholders | $ | (77,572 | ) | $ | (851 | ) | |||
Pro Forma Net Loss Per Share | |||||||||
Basic | $ | (0.003 | ) | $ | - | ||||
Diluted | $ | (0.003 | ) | $ | - | ||||
Weighted average shares outstanding | |||||||||
Basic | 26,342,404 | 12,252,562 | |||||||
Diluted | 26,342,404 | 12,252,562 |
Cash_Tables
Cash (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Cash Tables | |||||||||
Cash represents cash in bank and cash on hand | August 31, | August 31, | |||||||
2014 | 2013 | ||||||||
Bank balances and cash | $ | 95,811 | $ | 164,314 |
Due_FromTo_A_Related_Party_Tab
Due From/(To) A Related Party (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Due Fromto Related Party Tables | |||||
Due to shareholders | Year Ended | ||||
31-Aug-14 | |||||
Balance due at September 1, 2013 | $ | 418,658 | |||
Amount repaid during the year | (418,658 | ) | |||
Repayment of loan from a related party | (105,690 | ) | |||
Amount advanced during the year | (557,451 | ) | |||
Foreign currency translation adjustment | 130 | ||||
Balance due at August 31, 2014 | $ | (663,011 | ) | ||
Year Ended August 31, 2013 | |||||
Balance due at September 1, 2012 | $ | 241,036 | |||
Amount advanced during the year | 4,831,702 | ||||
Amount repaid during the year | (4,655,559 | ) | |||
Foreign currency translation adjustment | 1,479 | ||||
Balance due at August 31, 2013 | $ | 418,658 |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Property And Equipment Net Tables | |||||||||
Property and equipment, net | August 31, | August 31, | |||||||
2014 | 2013 | ||||||||
Property held for sale and used | $ | 1,909,062 | $ | 1,909,062 | |||||
Leasehold improvement | 134,613 | 85,345 | |||||||
Furniture and fixtures | 5,632 | 5,632 | |||||||
Office equipment | 6,730 | 6,730 | |||||||
Motor vehicle | 90,344 | 145,407 | |||||||
2,146,381 | 2,152,176 | ||||||||
Less: Accumulated depreciation | (146,836 | ) | (63,486 | ) | |||||
$ | 1,999,545 | $ | 2,088,690 |
Assets_Held_Under_Capital_Leas1
Assets Held Under Capital Leases (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Assets Held Under Capital Leases Tables | |||||
Minimum lease payments required under the capital leases | Amount | ||||
Year ending August 31, | |||||
2015 | $ | 11,676 | |||
2016 | 11,676 | ||||
2017 | 9,730 | ||||
2018 | - | ||||
Thereafter | - | ||||
Total minimum lease payment | 33,082 | ||||
Less: Imputed interest | (1,252 | ) | |||
Present value of net minimum lease payments | 31,830 | ||||
Less: Current maturities of capital leases obligations | (10,843 | ) | |||
Long-term capital leases obligations | $ | 20,987 |
Intangible_Asset_Tables
Intangible Asset (Tables) | 12 Months Ended | ||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||
Intangible Asset Tables | |||||||||||||||||||||
Schedule of intangible assets | Client list 1 | Client list 2 | Client list 3 | T H Strategic | Total | ||||||||||||||||
Amortized intangible assets: | |||||||||||||||||||||
Gross carrying amounts | |||||||||||||||||||||
Balance as of August 31, 2013 | $ | 1,025,667 | $ | 769,251 | $ | - | $ | - | $ | 1,794,918 | |||||||||||
Acquisition | - | - | 154,789 | 322,477 | 477,266 | ||||||||||||||||
Balance as of August 31, 2014 | 1,025,667 | 769,251 | 154,789 | 322,477 | 2,272,184 | ||||||||||||||||
Accumulated amortization | |||||||||||||||||||||
Balance as of August 31, 2013 | 821,129 | 179,949 | - | - | 1,001,078 | ||||||||||||||||
Amortization expenses | 103,171 | 77,378 | 14,186 | 28,211 | 222,946 | ||||||||||||||||
Balance as of August 31, 2014 | 924,300 | 257,327 | 14,186 | 28,211 | 1,224,024 | ||||||||||||||||
Total amortized intangible assets | $ | 101,367 | $ | 511,924 | $ | 140,603 | $ | 294,266 | $ | 1,048,160 | |||||||||||
Amortization payment schedule | Amount | ||||||||||||||||||||
Year ending August 31, | |||||||||||||||||||||
2015 | $ | 226,527 | |||||||||||||||||||
2016 | 125,160 | ||||||||||||||||||||
2017 | 125,160 | ||||||||||||||||||||
2018 | 125,160 | ||||||||||||||||||||
2019 | 125,160 | ||||||||||||||||||||
Thereafter | 320,993 | ||||||||||||||||||||
$ | 1,048,160 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Income tax expenses | Year ended August 31, | ||||||||
2014 | 2013 | ||||||||
Income before tax | $ | 1,747,107 | $ | 777,097 | |||||
Expected Hong Kong income tax expense at statutory tax rate of 16.5% | $ | 288,273 | $ | 128,221 | |||||
Tax effect of expenses not deductible for tax purpose | 138,484 | - | |||||||
Tax effect of income not taxable for tax purpose | (6,193 | ) | - | ||||||
Tax effect of tax losses not recognised | (28,836 | ) | - | ||||||
Tax concession | (426 | ) | (213 | ) | |||||
Tax effect of temporary differences not recognised | 16,910 | 24,292 | |||||||
Utilization of tax losses | (193 | ) | - | ||||||
Actual income tax expense | $ | 408,019 | $ | 152,300 | |||||
Deferred tax assets and liabilities | August 31, | August 31, | |||||||
2014 | 2013 | ||||||||
Deferred tax (asset) / liability: | |||||||||
Difference between book and tax depreciation | $ | (2,836 | ) | $ | 2,340 |
Bank_Loans_Tables
Bank Loans (Tables) | 12 Months Ended | ||||||||||
Aug. 31, 2014 | |||||||||||
Bank Loans Tables | |||||||||||
Schedule Of Bank Loans | The details of the bank loans outstanding as of August 31, 2014 are as follows: | ||||||||||
Outstanding loan | Current annualized | ||||||||||
Name of bank | amount | interest rate | Nature of loans | Term of loans | Collateral | ||||||
Hang Seng Bank ("HSB") | US$97,522 | 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 | ||||||
(HK$755,806) | |||||||||||
Hitachi Capital (HK) Ltd (“HC”) | US$65,449 | HC annual rate of 8.57% effective | Term loan | April 11, 2014 to 12 April 2015 | Personal guarantee from related party and third party | ||||||
(HK$507,232) | |||||||||||
DBS | US$1,164,401 | DBS annual rate of 2.75% | Term loan | November 12, 2012 to 12 October, 2037 | Property and personal guarantee from related party | ||||||
(HK$9,024,220) | |||||||||||
Bank of East Asia (“BEA”) | US$24,597 | BEA monthly rate of 0.6% | Term loan | February 20, 2014 to July 20, 2015 | Personal guarantee from related party | ||||||
(HK$190,629) | |||||||||||
Hang Seng Bank (“HSB”) | US$638,748 | HSB annual rate of 2.2% | Term loan | May 16, 2014 to May 16, 2034 | Property and personal guarantee from related party | ||||||
(HK$4,950,359) | |||||||||||
Hang Seng Bank (“HSB”) | US$497,689 | HSB annual rate of 3.7% | Term loan | May 16, 2014 to May 15, 2021 | Property and personal guarantee from related party | ||||||
(HK$3,857,143) | |||||||||||
Shanghai Commercial Bank (“SCB”) | US$614,290 | SCB annual rate of 3% | Term loan | July 9, 2014 to July 9, 2034 | Property and personal guarantee from related party | ||||||
(HK$4,760,808) | |||||||||||
Shanghai Commercial Bank (“SCB”) | US$489,782 | SCB annual rate of 6.25% | Term loan | June 9, 2014 to June 8, 2017 | Property and personal guarantee from related party | ||||||
(HK$3,795,863) | |||||||||||
DBS | US$516,122 | DBS annual rate of 3.0714% | Term loan | August 8, 2014 to August 8, 2019 | Property and personal guarantee from related party | ||||||
(HK$4,000,000) | |||||||||||
Hitachi Capital (HK) Ltd (“HC”) | US$18,139 | HC annual rate of 8.56% | Term loan | January 27, 2014 to September 27, 2015 | Personal guarantee from related party and third party | ||||||
(HK$140,574) | |||||||||||
$4,126,739 | |||||||||||
The details of the bank loans outstanding as of August 31, 2013 are as follows: | |||||||||||
Outstanding loan | Current annualized | ||||||||||
Name of bank | amount | interest rate | Nature of loans | Term of loans | Collateral | ||||||
Shanghai Commercial Bank ("SCB") | US$943,651 | SCB annual rate of 3% | Term loan | January 30, 2012 to December 31, 2035 | Property and personal guarantee from related party and third party | ||||||
(HK$7,315,652) | |||||||||||
Hang Seng Bank ("HSB") | US$136,863 | 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 | ||||||
(HK$1,061,028) | |||||||||||
Hitachi Capital (HK) Ltd ("HC") | US$5,573 | HC annual rate of 6.98% | Term loan | June 29, 2012 to November 25, 2013 | Personal guarantee from related party | ||||||
(HK$43,204) | |||||||||||
DBS | US$1,200,698 | DBS annual rate of 2.75% | Term loan | November 12, 2012 to 12 October, 2037 | Property and personal guarantee from related party | ||||||
(HK$9,308,419) | |||||||||||
$2,286,785 | |||||||||||
Schedule Bank loans repayment | August 31, | August 31, | |||||||||
2014 | 2013 | ||||||||||
Year ending August 31, | |||||||||||
2015 | $ | 569,425 | $ | 107,548 | |||||||
2016 | 481,843 | 114,303 | |||||||||
2017 | 432,570 | 118,253 | |||||||||
2018 | 273,712 | 90,382 | |||||||||
2019 | 279,430 | 79,363 | |||||||||
Thereafter | 2,089,759 | 1,776,936 | |||||||||
$ | 4,126,739 | $ | 2,286,785 |
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Deferred Revenue Tables | |||||||||
Deferred Revenue | August 31, | August 31, | |||||||
2014 | 2013 | ||||||||
Deferred revenue – current portion | $ | 145,159 | $ | 145,114 | |||||
Deferred revenue – net of current portion | 290,319 | 435,343 | |||||||
$ | 435,478 | $ | 580,457 | ||||||
Revenue under non-cancellable agreement | Year Ending August 31, | Revenue | |||||||
2015 | $ | 145,159 | |||||||
2016 | 145,159 | ||||||||
2017 | 145,160 | ||||||||
Thereafter | 0 | ||||||||
$ | 435,478 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Related Party Transactions Tables | |||||||||
Significant operating expenses | Year ended August 31, | ||||||||
2014 | 2013 | ||||||||
Revenue: | |||||||||
Accounting & corporate services | $ | 450,671 | $ | - | |||||
Multi-disciplinary Advisory | 252,326 | - | |||||||
$ | 702,997 | $ | - | ||||||
Direct cost of revenue:- | |||||||||
Accounting & corporate services | $ | 41,574 | $ | 107,534 | |||||
Corporate restructuring & insolvency | 129,455 | - | |||||||
$ | 171,029 | $ | 107,534 |
Equity_Compensation_Plans_Tabl
Equity Compensation Plans (Tables) | 12 Months Ended | ||||||||||||
Aug. 31, 2014 | |||||||||||||
Equity Compensation Plans Tables | |||||||||||||
Equity compensations plans | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
(a) | (b) | (c) | |||||||||||
Equity compensation | -0- | -0- | 7,500,000 | ||||||||||
plans approved by | |||||||||||||
security holders | |||||||||||||
Equity compensation | -0- | -0- | -0- | ||||||||||
plans not approved | |||||||||||||
by security holders | |||||||||||||
Total | -0- | -0- | 7,500,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Commitments And Contingencies Tables | |||||
Minimum lease payments under non-cancellable operating leases | Year Ending August 31, | Rental | |||
2015 | $ | 473,300 | |||
2016 | 411,358 | ||||
2017 | 411,358 | ||||
2018 | 34,280 | ||||
2019 | - | ||||
Over five years | - | ||||
$ | 1,330,296 | ||||
Remaining balance payable | Year Ending August 31, | Rental | |||
2015 | $ | 638,701 | |||
2016 | 603,863 | ||||
2017 | 47,742 | ||||
2018 | - | ||||
2019 | - | ||||
Over five years | - | ||||
$ | 1,290,306 |
Condensed_Parent_Company_Finan1
Condensed Parent Company Financial Information (Tables) | 12 Months Ended | |||||||||
Aug. 31, 2014 | ||||||||||
Parent Company Financial Information Tables | ||||||||||
PARENT COMPANY FINANCIAL INFORMATION | CONDENSED BALANCE SHEETS | |||||||||
August 31, | August 31, | |||||||||
2014 | 2013 | |||||||||
Assets | ||||||||||
Investment in subsidiaries | $ | 1,591,704 | $ | 194,164 | ||||||
Due from a related party | 96,579 | - | ||||||||
Total assets | $ | 1,688,283 | $ | 194,164 | ||||||
Liabilities and stockholders' equity | ||||||||||
Current liabilities | ||||||||||
Accrued expenses | $ | 90,882 | $ | 65,011 | ||||||
Due to a related party | - | 50,305 | ||||||||
Total current liabilities | 90,882 | 115,316 | ||||||||
Total liabilities | 90,882 | 115,316 | ||||||||
Total stockholders’ equity | 1,597,401 | 78,848 | ||||||||
Total liabilities and stockholders' equity | $ | 1,688,283 | $ | 194,164 | ||||||
CONDENSED STATEMENT OF INCOME | ||||||||||
For the year ended August 31, 2014 | For the year ended August 31, 2013 | |||||||||
General and administrative expenses | $ | 246,308 | $ | 64,987 | ||||||
Equity in income of subsidiaries | 1,084,886 | 582,638 | ||||||||
Net income | $ | 1,331,194 | $ | 647,625 |
Description_of_Business_and_Or2
Description of Business and Organization (Details) | 12 Months Ended |
Aug. 31, 2014 | |
Almonds Kisses Limited [Member] | |
Place and date of incorporation | British Virgin Island, March 1, 2011 |
Percentage of ownership by the Company | 100.00% |
Principal activities | Holding company |
ADGS Advisory Limited [Member] | |
Place and date of incorporation | Hong Kong, People's Republic of China (BPRCB), April 28, 2011 |
Percentage of ownership by the Company | 100.00% |
Principal activities | Engage in providing accounting, taxation, company secretarial, and consultancy services. |
ADGS Tax Advisory Limited [Member] | |
Place and date of incorporation | Hong Kong, PRC, March 17, 2003 |
Percentage of ownership by the Company | 80.00% |
Principal activities | Holding company |
Dynamic Golden Limited [Member] | |
Place and date of incorporation | Hong Kong, PRC, April 16, 2004 |
Percentage of ownership by the Company | 30.00% |
Principal activities | Property holding company |
Vantage Advisory Limited [Member] | |
Place and date of incorporation | Hong Kong, PRC, March 6, 2008 |
Percentage of ownership by the Company | 100.00% |
Principal activities | Engage in providing accounting, taxation, company secretarial, and consultancy services. |
Motion Tech Development Limited [Member] | |
Place and date of incorporation | British Virgin Islands, October 3, 2007 |
Percentage of ownership by the Company | 100.00% |
Principal activities | Property holding company |
T H Strategic Management [Member] | |
Place and date of incorporation | Hong Kong, PRC March 16, 2010 |
Percentage of ownership by the Company | 100.00% |
Principal activities | Engage in providing accounting, taxation, company secretarial, and consultancy services. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Balance sheet items, except for equity accounts | HK$7.7501= | HK$7.7525= |
Items in statements of income and cash flows | HK$7.7541= | HK$7.7554= |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Aug. 31, 2014 | |
Property held for sale and used [Member] | |
Property, Plant and Equipment, Estimated Life | Over the unexpired term of the lease |
Leasehold improvement [Member] | |
Property, Plant and Equipment, Estimated Life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Estimated Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Estimated Life | 5 years |
Motor vehicles [Member] | |
Property, Plant and Equipment, Estimated Life | 5 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Retirement schemes expenses | $30,388 | $24,614 |
Business_Segments_Details
Business Segments (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Segment revenue | ||
Revenue from external customer | $6,158,684 | $3,198,160 |
Direct cost of revenue | -2,985,443 | -1,425,678 |
Administrative expense | -1,337,613 | -842,932 |
Gross profit/(loss) | 1,835,628 | 929,550 |
Other income | 18,677 | 2,494 |
Finance cost | -135,409 | -154,947 |
Income/(loss) before income taxes | 1,718,896 | 777,097 |
Income tax | -408,019 | -152,300 |
Net income/(loss) | 1,310,877 | 624,797 |
Total assets | 8,794,562 | 4,765,877 |
Total liabilities | 7,197,161 | 4,844,725 |
Accounting Corporate Services [Member] | ||
Segment revenue | ||
Revenue from external customer | 1,967,267 | 1,541,120 |
Direct cost of revenue | -840,190 | -675,169 |
Administrative expense | -427,234 | -491,381 |
Gross profit/(loss) | 699,843 | 374,570 |
Other income | 5,429 | 2,494 |
Finance cost | -39,734 | -74,359 |
Income/(loss) before income taxes | 665,538 | 302,705 |
Income tax | -130,868 | -85,500 |
Net income/(loss) | 534,670 | 217,205 |
Total assets | 1,415,135 | 2,086,481 |
Total liabilities | 1,719,123 | 1,653,593 |
Corporate Restructuring Insolvency [Member] | ||
Segment revenue | ||
Revenue from external customer | 165,327 | 709,828 |
Direct cost of revenue | -354,504 | -378,005 |
Administrative expense | -35,848 | -150,594 |
Gross profit/(loss) | -225,025 | 181,229 |
Other income | 523 | |
Finance cost | -3,771 | -34,522 |
Income/(loss) before income taxes | -228,273 | 146,707 |
Income tax | -10,941 | -28,615 |
Net income/(loss) | -239,214 | -118,092 |
Total assets | 131,968 | 968,673 |
Total liabilities | 63,382 | 767,700 |
Multi-Disciplinary Advisory [Member] | ||
Segment revenue | ||
Revenue from external customer | 4,026,090 | 937,936 |
Direct cost of revenue | -1,788,885 | -372,004 |
Administrative expense | -874,531 | -198,989 |
Gross profit/(loss) | 1,362,674 | 366,943 |
Other income | 12,725 | |
Finance cost | -91,904 | -45,615 |
Income/(loss) before income taxes | 1,283,495 | 321,328 |
Income tax | -266,210 | -37,811 |
Net income/(loss) | 1,017,285 | 283,517 |
Total assets | 3,263,932 | 26,257 |
Total liabilities | 3,974,039 | 934,302 |
Corporate Other Income [Member] | ||
Segment revenue | ||
Revenue from external customer | 9,276 | |
Direct cost of revenue | -1,864 | -500 |
Administrative expense | -1,968 | |
Gross profit/(loss) | -1,864 | 6,808 |
Other income | ||
Finance cost | -451 | |
Income/(loss) before income taxes | -1,864 | 6,357 |
Income tax | -374 | |
Net income/(loss) | -1,864 | 5,983 |
Total assets | 3,983,527 | 1,684,466 |
Total liabilities | $1,440,617 | $1,489,130 |
Acquisition_Of_Subsidiary_T_H_2
Acquisition Of Subsidiary, T H Strategic Management Limited (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Cash | $16,189 | |
Account receivables | 89,685 | |
Accruals and other payables | -17,544 | |
Tax payables | -25,469 | |
Due to a related party | -22,504 | |
Intangible asset | 322,477 | |
Goodwill | 153,128 | |
Consideration | $515,962 |
Acquisition_Of_Subsidiary_T_H_3
Acquisition Of Subsidiary, T H Strategic Management Limited (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue | $702,997 | |
T H Strategic Management [Member] | ||
Revenue | 293,804 | |
Expenses | -158,696 | |
Net income attributable to T H Strategic | $135,108 |
Acquisition_Of_Subsidiary_T_H_4
Acquisition Of Subsidiary, T H Strategic Management Limited (Details 2) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue | $702,997 | |
Pro Forma [Member] | ||
Revenue | 325,492 | 369,108 |
Expenses | -153,679 | -225,156 |
Pro Forma Net Income Attributable To Ordinary Shareholders | $171,813 | $143,952 |
Pro Forma Net Income Per Share | ||
Basic | $0.01 | $0.01 |
Diluted | $0.01 | $0.01 |
Weighted average shares outstanding | ||
Basic | 26,342,404 | 12,252,562 |
Diluted | 26,342,404 | 12,252,562 |
Acquisition_Of_Subsidiary_Moti2
Acquisition Of Subsidiary, Motion Tech Development Limited (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Property and equipment | $1,999,545 | $2,088,690 |
Motion Tech [Member] | ||
Property and equipment | 1,909,653 | |
Total assets acquired | $1,909,653 |
Acquisition_Of_Subsidiary_Moti3
Acquisition Of Subsidiary, Motion Tech Development Limited (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue | $702,997 | |
Pro Forma [Member] | ||
Revenue | 325,492 | 369,108 |
Expenses | -153,679 | -225,156 |
Pro Forma Net Income Attributable To Ordinary Shareholders | 171,813 | 143,952 |
Pro Forma Net Income Per Share | ||
Basic | $0.01 | $0.01 |
Diluted | $0.01 | $0.01 |
Weighted average shares outstanding | ||
Basic | 26,342,404 | 12,252,562 |
Diluted | 26,342,404 | 12,252,562 |
Motion Tech [Member] | Pro Forma [Member] | ||
Revenue | ||
Expenses | -77,572 | -851 |
Pro Forma Net Income Attributable To Ordinary Shareholders | ($77,572) | ($851) |
Pro Forma Net Income Per Share | ||
Basic | ($0.00) | |
Diluted | ($0.00) | |
Weighted average shares outstanding | ||
Basic | 26,342,404 | 12,252,562 |
Diluted | 26,342,404 | 12,252,562 |
Cash_Details
Cash (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Bank balances and cash | $95,811 | $164,314 |
Restricted_Cash_Details_Narrat
Restricted Cash (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Restricted cash | $258,968 | $129,312 |
Due_FromTo_A_Related_Party_Det
Due From/(To) A Related Party (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Balance due from a related party at beginning of year | $418,658 | $241,036 |
Amount advanced to her during the year | -557,451 | 4,831,702 |
Amount repaid by her during the year | -418,658 | -4,655,559 |
Repayment of loan from a related party | -105,690 | |
Foreign currency translation adjustment | 130 | 1,479 |
Balance due from a related party at end of year | ($663,011) | $418,658 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Property Plant And Equipment | ||
Total Property Plant and Equipment | $2,146,381 | $2,152,176 |
Less: Accumulated depreciation | -146,836 | -63,486 |
Property Plant and Equipment, Net | 1,999,545 | 2,088,690 |
Property held for sale and used [Member] | ||
Property Plant And Equipment | ||
Total Property Plant and Equipment | 1,909,062 | 1,909,062 |
Leasehold improvement [Member] | ||
Property Plant And Equipment | ||
Total Property Plant and Equipment | 134,613 | 85,345 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment | ||
Total Property Plant and Equipment | 5,632 | 5,632 |
Office Equipment [Member] | ||
Property Plant And Equipment | ||
Total Property Plant and Equipment | 6,730 | 6,730 |
Motor Vehicles | ||
Property Plant And Equipment | ||
Total Property Plant and Equipment | $90,344 | $145,407 |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Depreciation expense | $110,654 | $50,475 |
Net carrying amounts under capital leases | $2,063,850 |
Assets_Held_Under_Capital_Leas2
Assets Held Under Capital Leases (Details) (USD $) | Aug. 31, 2014 |
Notes to Financial Statements | |
2015 | $11,676 |
2016 | 11,676 |
2017 | 9,730 |
2018 | |
Thereafter | |
Total minimum lease payment | 33,082 |
Less: Imputed interest | -1,252 |
Present value of net minimum lease payments | 31,830 |
Less: Current maturities of capital leases obligations | -10,843 |
Long-term capital leases obligations | $20,987 |
Assets_Held_Under_Capital_Leas3
Assets Held Under Capital Leases (Details Narrative) (USD $) | Aug. 31, 2014 |
Notes to Financial Statements | |
Motor vehicle cost (net of accumulated depreciation) | $31,076 |
Intangible_Asset_Details
Intangible Asset (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Gross carrying amounts | ||
Balance as of August 31, 2013 | $1,794,918 | |
Acquisition | 477,266 | |
Balance as of August 31, 2014 | 2,272,184 | 1,794,918 |
Accumulated amortization | ||
Balance as of August 31, 2013 | 1,001,078 | |
Amortization expenses | 222,946 | 180,519 |
Balance as of August 31, 2014 | 1,224,024 | 1,001,078 |
Total amortized intangible assets | 1,048,160 | |
Client List 1 [Member] | ||
Gross carrying amounts | ||
Balance as of August 31, 2013 | 1,025,667 | |
Acquisition | ||
Balance as of August 31, 2014 | 1,025,667 | |
Accumulated amortization | ||
Balance as of August 31, 2013 | 821,129 | |
Amortization expenses | 103,171 | |
Balance as of August 31, 2014 | 924,300 | |
Total amortized intangible assets | 101,367 | |
Client List 2 [Member] | ||
Gross carrying amounts | ||
Balance as of August 31, 2013 | 769,251 | |
Acquisition | ||
Balance as of August 31, 2014 | 769,251 | |
Accumulated amortization | ||
Balance as of August 31, 2013 | 179,949 | |
Amortization expenses | 77,378 | |
Balance as of August 31, 2014 | 257,327 | |
Total amortized intangible assets | 511,924 | |
Client List 3 [Member] | ||
Gross carrying amounts | ||
Balance as of August 31, 2013 | ||
Acquisition | 154,789 | |
Balance as of August 31, 2014 | 154,789 | |
Accumulated amortization | ||
Balance as of August 31, 2013 | ||
Amortization expenses | 14,186 | |
Balance as of August 31, 2014 | 14,186 | |
Total amortized intangible assets | 140,603 | |
T H Strategic [Member] | ||
Gross carrying amounts | ||
Balance as of August 31, 2013 | ||
Acquisition | 322,477 | |
Balance as of August 31, 2014 | 322,477 | |
Accumulated amortization | ||
Balance as of August 31, 2013 | ||
Amortization expenses | 28,211 | |
Balance as of August 31, 2014 | 28,211 | |
Total amortized intangible assets | $294,266 |
Intangible_Asset_Details_1
Intangible Asset (Details 1) (USD $) | Aug. 31, 2014 |
Intangible Asset Details 1 | |
2015 | $226,527 |
2016 | 125,160 |
2017 | 125,160 |
2018 | 125,160 |
2019 | 125,160 |
Thereafter | 320,993 |
Total Amortization | $1,048,160 |
Intangible_Asset_Details_Narra
Intangible Asset (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Amortization expenses | $222,946 | $180,519 |
Amortization period of intangible assets using the straight line method | 10 years |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Income before tax | $1,747,107 | $777,097 |
Expected Hong Kong income tax expense at statutory tax rate of 16.5% | 288,273 | 128,221 |
Tax effect of expenses not deductible for tax purpose | 138,484 | |
Tax effect of income not taxable for tax purpose | -6,193 | |
Tax effect of tax losses not recognised | -28,836 | |
Tax concession | -426 | -213 |
Tax effect of temporary differences not recognised | 16,910 | 24,292 |
Unrealised tax loss | -193 | |
Actual income tax expense | $408,019 | $152,300 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred tax (asset) / liability: | ||
Difference between book and tax depreciation | ($2,836) | $2,340 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Provision for tax | $408,019 | $152,300 |
Deferred tax asset | 0 | 0 |
ADGS Advisory Limited [Member] | ||
Provision for tax | 365,805 | 152,300 |
ADGS Tax Advisory Limited [Member] | ||
Provision for tax | 0 | 0 |
Vantage Advisory Limited [Member] | ||
Provision for tax | 0 | 0 |
T H Strategic Management Limited [Member] | ||
Provision for tax | $24,934 |
Bank_Loans_Details
Bank Loans (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Outstanding Loan Amount | $4,126,739 | $2,286,785 |
Hang Seng Bank ("HSB") 0.38% [Member] | ||
Name of bank | Hang Seng Bank ("HSB") | Hang Seng Bank ("HSB") |
Outstanding Loan Amount | 97,522 | 136,863 |
Current annualized interest rate | HSB monthly rate of 0.38% | HSB monthly rate of 0.38% |
Nature of loans | Term loan | Term loan |
Term of loans | June 27, 2012 to June 26, 2017 | June 27, 2012 to June 26, 2017 |
Collateral | Property and personal guarantee from related party and third party | Property and personal guarantee from related party and third party |
Hitachi Capital (HK) Ltd 8.57% [Member] | ||
Name of bank | Hitachi Capital (HK) Ltd (BHCB) | |
Outstanding Loan Amount | 65,449 | |
Current annualized interest rate | HC annual rate of 8.57% effective | |
Nature of loans | Term loan | |
Term of loans | April 11, 2014 to 12 April 2015 | |
Collateral | Personal guarantee from related party and third party | |
DBS Bank 2.75% [Member] | ||
Name of bank | DBS | DBS |
Outstanding Loan Amount | 1,164,401 | 1,200,698 |
Current annualized interest rate | DBS annual rate of 2.75% | DBS annual rate of 2.75% |
Nature of loans | Term loan | Term loan |
Term of loans | November 12, 2012 to 12 October, 2037 | November 12, 2012 to 12 October, 2037 |
Collateral | Property and personal guarantee from related party | Property and personal guarantee from related party |
Bank of East Asia 0.6% [Member] | ||
Name of bank | Bank of East Asia (BBEAB) | |
Outstanding Loan Amount | 24,597 | |
Current annualized interest rate | BEA monthly rate of 0.6% | |
Nature of loans | Term loan | |
Term of loans | February 20, 2014 to February 20, 2015 | |
Collateral | Personal guarantee from related party | |
Hang Seng Bank 2.2% [Member] | ||
Name of bank | Hang Seng Bank (BHSBB) | |
Outstanding Loan Amount | 638,748 | |
Current annualized interest rate | HSB annual rate of 2.2% | |
Nature of loans | Term loan | |
Term of loans | May 16, 2014 to May 16, 2034 | |
Collateral | Property and personal guarantee from related party | |
Hang Seng Bank 3.7% [Member] | ||
Name of bank | Hang Seng Bank (BHSBB) | |
Outstanding Loan Amount | 497,689 | |
Current annualized interest rate | HSB annual rate of 3.7% | |
Nature of loans | Term loan | |
Term of loans | May 16, 2014 to May 15, 2021 | |
Collateral | Property and personal guarantee from related party | |
Shanghai Commercial Bank 3% [Member] | ||
Name of bank | Shanghai Commercial Bank (BSCBB) | Shanghai Commercial Bank ("SCB") |
Outstanding Loan Amount | 614,290 | 943,651 |
Current annualized interest rate | SCB annual rate of 3% | SCB annual rate of 3% |
Nature of loans | Term loan | Term loan |
Term of loans | July 9, 2014 to July 9, 2034 | January 30, 2012 to December 31, 2035 |
Collateral | Property and personal guarantee from related party | Property and personal guarantee from related party and third party |
Shanghai Commercial Bank 6.25% [Member] | ||
Name of bank | Shanghai Commercial Bank (BSCBB) | |
Outstanding Loan Amount | 489,782 | |
Current annualized interest rate | SCB annual rate of 6.25% | |
Nature of loans | Term loan | |
Term of loans | June 9, 2014 to June 8, 2017 | |
Collateral | Property and personal guarantee from related party | |
DBS Bank 3.0714% [Member] | ||
Name of bank | DBS | |
Outstanding Loan Amount | 516,122 | |
Current annualized interest rate | DBS annual rate of 3.0714% | |
Nature of loans | Term loan | |
Term of loans | Augt 8, 2014 to Augt 8, 2019 | |
Collateral | Property and personal guarantee from related party | |
Hitachi Capital Ltd 8.56% [Member] | ||
Name of bank | Hitachi Capital (HK) Ltd (BHCB) | |
Outstanding Loan Amount | 18,139 | |
Current annualized interest rate | HC annual rate of 8.56% | |
Nature of loans | Term loan | |
Term of loans | January 27, 2014 to September 27, 2015 | |
Collateral | Personal guarantee from related party and third party | |
Hitachi Capital Ltd 6.98% [Member] | ||
Name of bank | Hitachi Capital (HK) Ltd ("HC") | |
Outstanding Loan Amount | $5,573 | |
Current annualized interest rate | HC annual rate of 6.98% | |
Nature of loans | Term loan | |
Term of loans | June 29, 2012 to November 25, 2013 | |
Collateral | Personal guarantee from related party |
Bank_Loans_Details_1
Bank Loans (Details 1) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
2015 | $569,425 | $107,548 |
2016 | 481,843 | 114,303 |
2017 | 432,570 | 118,253 |
2018 | 273,712 | 90,382 |
2019 | 279,430 | 79,363 |
Thereafter | 2,089,759 | 1,776,936 |
Total Amount | $4,126,739 | $2,286,785 |
Bank_Loans_Details_Narrative
Bank Loans (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Interest expenses | ($78,660) | ($127,101) |
Hang Seng Bank ("HSB") 0.38% [Member] | ||
Current annualized interest rate | 0.38% | 0.38% |
Hitachi Capital (HK) Ltd 8.57% [Member] | ||
Current annualized interest rate | 8.57% | |
DBS Bank 2.75% [Member] | ||
Current annualized interest rate | 2.75% | 2.75% |
Bank of East Asia 0.6% [Member] | ||
Current annualized interest rate | 0.60% | |
Hang Seng Bank 2.2% [Member] | ||
Current annualized interest rate | 2.20% | |
Hang Seng Bank 3.7% [Member] | ||
Current annualized interest rate | 3.70% | |
Shanghai Commercial Bank 3% [Member] | ||
Current annualized interest rate | 3.00% | 3.00% |
Shanghai Commercial Bank 6.25% [Member] | ||
Current annualized interest rate | 6.25% | |
DBS Bank 3.0714% [Member] | ||
Current annualized interest rate | 3.07% | |
Hitachi Capital Ltd 8.56% [Member] | ||
Current annualized interest rate | 8.56% | |
Hitachi Capital Ltd 6.98% [Member] | ||
Current annualized interest rate | 6.98% |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Deferred revenue - current portion | $145,159 | $145,114 |
Deferred revenue - net of current portion | 290,319 | 435,343 |
Deferred revenue | $435,478 | $580,457 |
Deferred_Revenue_Details_1
Deferred Revenue (Details 1) (USD $) | Aug. 31, 2014 |
Notes to Financial Statements | |
2015 | $145,159 |
2016 | 145,159 |
2017 | 145,160 |
Thereafter | |
Total | $435,478 |
Equity_Method_Investment_Detai
Equity Method Investment (Details Narrative) (USD $) | Aug. 31, 2014 |
Notes to Financial Statements | |
Loan of subsidiary | $1,164,401 |
Subscription_Receivable_Detail
Subscription Receivable (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Subscription receivable | ($3,092,458) |
Stockholders_Equity_Details_Na
Stockholdersb Equity (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Notes to Financial Statements | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 2,000,000 | 2,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 35,337,805 | 25,000,000 |
Common stock, outstanding shares | 35,337,805 | 25,000,000 |
Concentrations_of_Risk_Details
Concentrations of Risk (Details Narrative) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Customer | Customer | |
Concentrations Of Risk Details Narrative | ||
Revenue | 15.00% | 10.00% |
Accounts receivable | 35.00% | |
Number of customer accounted for revenue or total accounts receivable | 1 | 0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue:- | ||
Accounting & corporate services | $450,671 | |
Multi-disciplinary Advisory | 252,326 | |
Total | 702,997 | |
Direct cost of revenue:- | ||
Accounting & corporate services | 41,574 | 107,534 |
Corporate restructuring & insolvency | 129,455 | |
Total | $171,029 | $107,534 |
Equity_Compensation_Plans_Deta
Equity Compensation Plans (Details) (USD $) | Aug. 31, 2014 |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 0 |
Weighted-average exercise price of outstanding options, warrants and rights | $0 |
Number of securities remaining available for future issuance under equity compensation plans | $7,500,000 |
Plan One [Member] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 0 |
Weighted-average exercise price of outstanding options, warrants and rights | $0 |
Number of securities remaining available for future issuance under equity compensation plans | $7,500,000 |
Plan Two [Member] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 0 |
Weighted-average exercise price of outstanding options, warrants and rights | $0 |
Number of securities remaining available for future issuance under equity compensation plans | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Aug. 31, 2014 |
Agreement One [Member] | |
2015 | $473,300 |
2016 | 411,358 |
2017 | 411,358 |
2018 | 34,280 |
2019 | |
Over five years | |
Total future minimum lease payments under non-cancellable operating leases | 1,330,296 |
Agreement Two [Member] | |
2015 | 638,701 |
2016 | 603,863 |
2017 | 47,742 |
2018 | |
2019 | |
Over five years | |
Total future minimum lease payments under non-cancellable operating leases | $1,290,306 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Notes to Financial Statements | ||
Rental expense | $168,077 | $156,841 |
Recovered_Sheet1
Condensed parent company financial information of ADGS advisory limited (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Assets | ||
Due from a related party | $418,658 | |
Total assets | 8,794,562 | 4,765,877 |
Current liabilities | ||
Accrued expenses | 411,044 | 218,242 |
Due from a related party | 663,011 | |
Total current liabilities | 2,683,273 | 1,391,113 |
Total liabilities | 7,197,161 | 4,844,725 |
Total liabilities and stockholders' equity | 8,794,562 | 4,765,877 |
Parent [Member] | ||
Assets | ||
Investment in subsidiary | 1,591,704 | 194,164 |
Due from a related party | 96,579 | |
Total assets | 1,688,283 | 194,164 |
Current liabilities | ||
Accrued expenses | 90,882 | 65,011 |
Due from a related party | 50,305 | |
Total current liabilities | 90,882 | 115,316 |
Total liabilities | 90,882 | 115,316 |
Total stockholders's equity | 1,597,401 | 78,848 |
Total liabilities and stockholders' equity | $1,688,283 | $194,164 |
Recovered_Sheet2
Condensed parent company financial information of ADGS advisory limited (Details 1) (Parent [Member], USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Parent [Member] | ||
General and administrative expenses | $246,308 | $64,987 |
Equity in income of subsidiary | 1,084,886 | 582,638 |
Total | $1,331,194 | $647,625 |