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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended ~~AUGUST~~August 31, ~~2014~~2022

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

Commission file number: ~~001~~000-~~3427~~54013

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

Delaware		42-1743717
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

(Exact Name of Registrant as Specified in Its Charter)

11/F, Rykadan Capital Tower 135-137 Hoi Bun Road, Kwun Tong Kowloon, Hong Kong, SAR		N/A
Delaware		42-1743717
(Address of principal executive offices)		(Zip Code)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~Registrant’s~~Unit ~~telephone number~~1, ~~including~~60 ~~area~~Riviera ~~code:~~Dr. ~~(852)~~Markham, ~~2374-0002~~Ontario, Canada L3R 5M1

~~Securities registered pursuant to Section 12(b) of the Exchange Act~~Phone: ~~None~~ 905-882-1585

~~Securities registered pursuant to Section 12~~(g) Address of ~~the~~Principal ~~Exchange~~Executive ~~Act:~~Offices, ~~Common~~Zip ~~Stock~~Code ~~($.0001~~& ~~par~~Telephone ~~value~~Number)

~~Indicate~~Securities registered bypursuant ~~check~~to ~~mark~~Section 12(b) ~~if the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ¨ No x~~: None

~~Indicate~~Securities registered ~~by check mark if the registrant is not required to file reports~~ pursuant to ~~Section 13 or 15~~section 12(dg) of the Act.: Common ~~Yes ¨~~Stock, No$0.0001 xpar value

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~a ~~filed~~well-known ~~all~~seasoned ~~reports~~issuer, ~~required~~as todefined bein ~~filed~~Rule 405 ~~by Section 13 or 15(d)~~ of the Securities ~~Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ¨ ☐ No x ☒

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate Web site, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section 13 ~~405~~or ~~of Regulation S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. Yes x ☐ No ¨☒

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~(1) ~~filers~~has ~~pursuant~~filed toall ~~Item~~reports ~~405~~required ofto ~~Regulation~~be ~~S-K~~filed isby ~~not~~Section 13 ~~contained~~or ~~herein,~~15(d) ~~and~~of ~~will~~the ~~not~~Securities Exchange beAct ~~contained,~~of to1934 during the ~~best~~preceding of12 ~~registrant’s~~months ~~knowledge,~~(or infor ~~definitive~~such ~~proxy~~shorter orperiod ~~information~~that ~~statements~~the ~~incorporated~~registrant bywas ~~reference~~required into ~~Part~~file ~~III~~such reports), ofand ~~this~~(2) ~~Form~~has ~~10-K~~been orsubject ~~any~~to ~~amendment~~such tofiling ~~this~~requirements ~~Form~~for ~~10-K~~the past 90 days. xYes ☒ No ☐

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~every ~~filer,~~Interactive anData ~~accelerated~~File ~~filer,~~required ato ~~non-accelerated~~be ~~filer,~~submitted orpursuant to aRule 405 ~~smaller~~of ~~reporting~~Regulation ~~company~~S-T (§232.405 ~~See~~of ~~the~~this ~~definition~~chapter) ofduring ~~“large~~the ~~accelerated~~preceding ~~filer”,~~12 ~~“accelerated~~months ~~filer”~~(or ~~and~~for ~~“smaller~~such ~~reporting~~shorter ~~company”~~period that inthe ~~Rule~~registrant ~~12b-2~~was ofrequired ~~the~~to ~~Exchange~~submit ~~Act.~~such ~~(Check one~~files):. Yes ☒ No ☐

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

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ isNon-accelerated afiler ~~shell~~☐ ~~company~~Smaller ~~(as~~reporting ~~defined~~company in☒ ~~Rule~~Emerging ~~12b-2~~growth ofcompany ~~the Act). Yes ¨ No x~~☐

~~The~~If an ~~aggregate~~emerging ~~market~~growth ~~value~~company, ofindicate ~~the voting and non-voting common equity held~~ by ~~non-affiliates~~check ofmark if the registrant ashas ofelected ~~February~~not ~~28,~~to ~~2014,~~use the ~~last~~extended ~~business~~transition ~~day~~period offor complying ~~the~~with ~~registrant’s~~any ~~most~~new ~~recently~~or ~~completed~~revised ~~second~~financial ~~fiscal~~accounting ~~quarter,~~standards ~~was~~provided ~~$33,961,000.~~pursuant ~~The~~to ~~number of shares outstanding of the Common Stock~~ Section 13(~~$.0001 par value~~a) of the ~~registrant~~Exchange asAct ~~of the close of business on February 10, 2015 was 36,704,789.~~☐

~~Documents~~Indicate by ~~Incorporated~~check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by ~~Reference:~~the registered ~~None~~public accounting firm that prepared or issued its audit report. ☐

~~ADGS~~Indicate by ~~ADVISORY,~~a ~~INC~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	31
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
Item 14.	Principal Accountant Fees and Services	36
PART IV
Item 15.	Exhibits and Financial Statement Schedules	37
	Signatures	39

The number of shares outstanding of the issuer’s Common Stock as of Oct 24, 2022 was 1,749,903,669.

TABLE OF CONTENT

		Page
PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	9

ITEM 1B.	UNRESOLVED STAFF COMMENTS	19

ITEM 2.	PROPERTIES	19

ITEM 3.	LEGAL PROCEEDINGS	19

ITEM 4.	MINE SAFETY DISCLOSURES	19

PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20

ITEM 6.	[RESERVED]	21

ITEM 7.	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY	24

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	25

ITEM 9A.	CONTROLS AND PROCEDURES	25

ITEM 9B.	OTHER INFORMATION	26

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	26

PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	27

ITEM 11.	EXECUTIVE COMPENSATION	30

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	32

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	33

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	34

	SIGNATURES	35

Part I

ITEM 1. BUSINESS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

●

Our ability to effectively execute our business plan;

●

Our expectations regarding demand for and market acceptance of our brand and service;

●

Our ability to retain and increase our student enrollment;

●

Our ability to engage, train and retain new teachers;

●

Relevant government policies and regulations relating to our corporate structure, business, and industry; and

●

General economic and business conditions; and our future business development, results of operations, funding, and financial condition.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions, and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements, or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

THE COMPANY

Our Corporate History

Quality Online Education Group Inc. (the “Company”) was incorporated on September 20, 2007 as Life Nutrition Products, Inc. and was previously a dietary supplement company specializing in the development marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life® Appetite Control and Trim For Life® Energy Formula. Pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, LNP changed its corporate name to “ADGS Advisory, Inc.”. On May 14, 2021, the Company changed its name to Quality Online Education Group Inc., and its symbol to “QOEG.”

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

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

On December 7, 2012, LNP entered into the Original Exchange Agreement with ADGS and ADGS Holding. Pursuant to the Original Exchange Agreement, at the closing of the transaction contemplated thereunder (the “Transaction”), we agreed to acquire 100% of the issued and outstanding capital stock of ADGS, making ADGS a wholly-owned subsidiary of the Company. On March 28, 2013, we entered into an amendment (the “Amendment”) to the Original Exchange Agreement (the Original Exchange Agreement, as amended is referred to in this report as the “Exchange Agreement”) pursuant to which we agreed to acquire all of the outstanding shares of Almonds Kisses Limited (BVI), a British Virgin Islands company (“Almonds Kisses BVI”), from the eight shareholders of Almonds Kisses BVI (the “Shareholders”), instead of the shares of ADGS, on the same terms and conditions set forth in the Exchange Agreement. Almonds Kisses BVI is the owner of 100% of the issued and outstanding capital stock of ADGS. The Original Exchange Agreement incorrectly indicated that such owner was ADGS Holdings which error was corrected in the Amendment. The Shareholders are Tong Wing Yee, Tong Wing Shan, Tso Yin Yee, Pang Yiu Kwong, Sin Kok Ho, Fahy Roase-Collette, Tsang Kwai Chun and ADGS Holdings, each of whom executed the Amendment. In addition, on March 28, 2013, the parties to the Exchange Agreement entered into an Extension Agreement (the “Extension Agreement”) extending the closing date of the Transaction to on or before April 15, 2013.

Thus, upon consummation of the Acquisition which occurred on April 12, 2013, Almonds Kisses BVI became our wholly-owned subsidiary and the former shareholders of Almonds Kisses BVI became our controlling shareholders, and Almond Kisses BVI in turn owns all of the issued and outstanding capital stock of ADGS. In January 2013, Almonds Kisses BVI also became the owner of 100% of the issued and outstanding capital stock of Vantage, a Hong Kong corporation. Almond Kisses (BVI) in turn also owns all of the issued and outstanding capital stock of Vantage. ADGS 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.

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

~~This report contains forward-looking statements. These statements involve known and unknown risks~~On July 19, ~~uncertainties and other factors which may cause our actual results~~2013, ~~performance~~Life orNutrition ~~achievements to be materially different from any future results~~Products, ~~performances or achievements expressed or implied by the forward-looking statements~~Inc. Inchanged ~~some~~its ~~cases,~~name ~~you~~to ~~can~~ADGS ~~identify forward-looking statements by terms such as “anticipates~~Advisory,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statementsInc. ~~Forward-looking~~The ~~statements~~Company ~~reflect~~also ~~our~~changed ~~current~~its ~~views~~symbol from ~~with~~LIPN ~~respect~~ to ~~future~~ADGS ~~events and are based~~ on ~~assumptions~~such ~~and are subject to risks and uncertainties~~date. ~~Given~~ADGS ~~these uncertainties~~Advisory, ~~you should not place undue reliance on forward-looking statements~~Inc. ~~Also,~~is ~~forward-looking~~a ~~statements~~holding ~~represent our estimates and assumptions only as of the date of this report~~company. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

~~Use~~On December 11, 2019, Rhonda Keaveney purchased 1,000,000 shares of ~~Certain~~Convertible ~~Defined~~Preferred ~~Terms~~Series A Stock from the Company, resulting in Ms. Keaveney gaining voting control of the Company

~~Except~~On January 30, ~~where~~2020, Rhonda Keaveney sold the ~~context~~controlling ~~otherwise~~voting ~~requires~~shares ~~and~~to ~~for~~Golden ~~the~~Panegyric ~~purposes~~Inc., ofand ~~this~~a ~~report~~change ~~only:~~of control took place.

	·	the “Company,” “we,” “us,” and “our” refer to the combined business of ADGS Advisory, Inc. (formerly known as Life Nutrition Products, Inc.), a Delaware corporation, and its direct and indirect wholly-owned subsidiaries, Almonds Kisses Limited (BVI), a British Virgin Islands company, ADGS Advisory Limited, a Hong Kong corporation, Vantage Advisory Limited, a Hong Kong corporation, Motion Tech Development Limited, a British Virgin Islands company, and TH Strategic Management Limited, a Hong Kong corporation, as well as ADGS Tax Advisory Limited, a Hong Kong corporation which is an 80% owned subsidiary, and Dynamic Golden Limited, a Hong Kong corporation which is a 30% owned subsidiary;
	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

On June 26, 2020, Golden Panegyric Inc. sold the controlling voting shares to Xuye Wu, and a change of control took place.

·On August 31, ~~“HKD”~~2020, ~~refers~~pursuant to ~~Hong~~the ~~Kong~~Share ~~dollars~~Exchange Agreement, the ~~legal~~Company ~~currency~~acquired ofQuality ~~Hong~~Online ~~Kong;~~Education ·Group ~~“Hong~~Inc., ~~Kong”~~an ~~refers~~Ontario company, toin ~~the~~exchange ~~Hong~~for ~~Kong~~3 ~~Special~~Billion ~~Administrative~~(3,000,000,000) ~~Region~~shares of ~~the~~common ~~People’s~~stock ~~Republic~~ of ~~China;~~the ~~· “PRC~~Company,” ~~“China,”~~ and ~~“Chinese,”~~a ~~refer~~change ~~to the People's Republic~~ of ~~China;~~control occurred.

·On May 14, ~~“SEC”~~2021, ~~refers to~~ the ~~Securities~~Company ~~and~~changed ~~Exchange~~its ~~Commission;~~name ~~· “Securities Act” refers~~ to ~~the~~Quality ~~Securities~~Online ~~Act~~Education ofGroup ~~1933, as amended; and · “U~~Inc.~~S. dollars~~,” ~~“dollars”, “USD”~~ and ~~“$”~~its ~~refer~~symbol to ~~the legal currency of the United States~~“QOEG.”

InOn August 25, ~~China~~2022, ~~it is customary to refer to a person’s name with~~ the ~~family~~Company ~~name~~was ~~first~~qualified ~~and~~for the ~~given~~Reg ~~name second~~A. ~~We have followed this convention with respect to certain Chinese individuals named in this report.~~

Our Office

Our principal executive office is located at Unit 1, 60 Riviera Dr. Markham, ON L3R 5M1.

Our Website

www.qualityonline.education

Our Business Objectives

Our principal business objective is to maximize shareholder returns through our online English programs for K12 and adults, white-label online tutoring services, and end-to-end management software solutions for education institutions. The company’s primary business is in educational services delivered through online and mobile education platforms that enable students around the world to take live interactive English lessons with highly qualified English native speaking teachers.

Our Mission

Our Mission is to develop students’ self-confidence so they can reach their goals through an enjoyable yet efficient learning experience.

~~PART I~~Our Products

~~Item~~We have 1designed a holistic learning solution that enhances effective learning through the integration of live lessons, practice, and mentoring. ~~Business~~Our academic materials for K12 students include pre-reading, picture books, videos, and songs. Through our custom-built mobile solutions, students and parents can set their goals and follow student progress in a one-stop service. Before taking lessons, students preview course materials using exercises and illustrations, supported by a pronunciation recognition and rating system. Our teaching assistants mentor students by coaching them on the proper learning methods and attending to their needs throughout the learning process. We have designed a holistic learning solution that enhances effective learning through the integration of live lessons, practice, assessment, and mentoring. Our live lessons allow for frequent interactions between students and teachers, which is a key factor in improving English communication skills. Assessments includes post-lesson quizzes, both of which help students better assess their learning outcome and identify areas for improvement.

~~General Overview~~ Live lessons

WeOne on ~~are~~one ~~primarily~~online ~~engaged~~lessons inwith ~~providing~~native ~~accounting,~~English ~~taxation,~~speaker ~~company secretarial, general corporate and consultancy services in Hong Kong.~~teachers

~~The~~A majority ~~address~~ of our ~~principal~~students ~~executive~~take ~~office~~live isone-on-one ~~11/F,~~lessons. ~~Rykadan~~Lessons ~~Capital~~are ~~Tower,~~typically ~~135-137~~25 ~~Hoi~~minutes ~~Bun~~long. ~~Road,~~Teachers ~~Kwun~~and ~~Tong,~~students ~~Kowloon,~~interact ~~Hong~~using real-time ~~Kong,~~audio ~~SAR~~and visual streaming technology. Our ~~telephone~~teachers ~~number~~provide isinstructions ~~(852)~~using ~~2374-0002~~our standardized curriculum. Teachers are allowed to adjust the pace of each lesson according to student performance and reaction, thus accommodating students across all learning curves.

~~Corporate~~In order ~~History~~to give students a consistent and ~~Background~~seamless learning experience, we arrange the same teacher for most of the classes for each student, and the teaching assistants regularly review the feedback from students, their parents, and the teachers.

~~ADGS~~We pack ~~Advisory,~~our ~~Inc.,~~lessons ~~which~~into ~~was~~3 ~~incorporated~~groups in– ~~the~~75 ~~State~~lessons ofvalid ~~Delaware~~for in9 ~~September 2007 under the name Life Nutrition Products~~months, ~~Inc.,~~150 ~~was~~lessons ~~previously~~valid afor ~~dietary~~18 ~~supplement company specializing in the development marketing and distribution of all natural~~months, ~~proprietary, dietary supplements under the names Trim For Life® Appetite Control~~ and ~~Trim~~300 ~~For~~lessons ~~Life®~~valid ~~Energy~~for 36 ~~Formula~~months. ~~Pursuant~~The tounit alesson ~~Certificate~~price ofis ~~Amendment~~different toregarding ~~our~~the ~~Certificate~~package ofthe ~~Incorporation~~students ~~filed~~choose ~~with~~and the ~~State~~teacher’s ofteaching ~~Delaware~~ experience and ~~effective as of July 19~~background, ~~2013,~~ranging ~~Life~~from ~~Nutrition~~USD ~~Products, Inc~~$6.5 ~~changed its corporate name~~ to ~~ADGS Advisory, Inc~~$17.2.

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

~~On September 7~~In April 2021, ~~2010,~~ we ~~entered~~launched ~~into~~our asmall ~~Share~~class ~~Exchange~~program ~~Agreement~~to ~~(the~~give ~~“Conqueror~~students ~~Share~~more ~~Exchange~~options ~~Agreement”)~~that ~~with~~cater ~~Conqueror~~to ~~Group~~their ~~Limited,~~needs ato ~~Hong~~learn ~~Kong~~with ~~corporation (“Conqueror”) and Acumen Charm Ltd.~~peers, with a ~~British~~fixed ~~Virgin Islands corporation (the “Conqueror Shareholder”). Pursuant to the Conqueror Share Exchange Agreement~~schedule, atfixed ~~the closing of the transaction contemplated in the Conqueror Share Exchange Agreement (the “Conqueror Transaction”)~~classmates, ~~the Company was to acquire 100% of the issued~~ and ~~outstanding~~fixed ~~capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company~~teachers. ~~There was no prior relationship between the Company and any of its affiliates and the Conqueror Shareholder and any of its affiliates.~~

~~The~~Students opting ~~Closing~~in ~~was~~for tosmall ~~transpire~~class onlessons orwill ~~before~~choose ~~January~~a ~~31,~~class ~~2011~~with ~~but~~a itfixed ~~did~~teacher ~~not~~designated ~~occur~~for ~~by that date. However, as of May 11, 2011, among other things, Michael M. Salerno,~~ the ~~Company’s~~class ~~then sole officer~~ and ~~director,~~a ~~resigned~~fixed asweekly anschedule for ~~officer~~a ~~and~~period ~~director~~ of ~~the~~approximately ~~Company,~~three ~~and~~months. ~~appointed~~Students ~~Chu~~will ~~Zhanjun~~take ~~and~~two Lilessons ~~Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company,~~ each ~~a designee of Conqueror~~week. AsEach alesson ~~result,~~comprises atwo ~~change~~25-minute insessions. Each ~~control~~small ~~occurred,~~class ~~due~~is tocomposed ~~the resignation~~ of ~~Mr.~~up ~~Salerno~~to asfour ~~sole officer and director, appointment of Mr~~students. ~~Chu~~The assmall ~~President,~~class ~~Chief~~lesson ~~Executive~~format ~~Officer~~encourages ~~and~~students ~~Principal~~to ~~Financial~~interact ~~Officer~~with of the ~~Company,~~ teachers and ~~appointment~~classmates ~~of Mr. Chu~~ and ~~Mr.~~engage Listudents asin ~~directors. At~~ the ~~time,~~in-class ~~the~~environment ~~parties~~through ~~anticipated~~learning ~~that~~with the ~~transaction~~same ~~contemplated~~groups byof ~~the~~classmates ~~Conqueror~~and ~~Share~~teachers every ~~Exchange Agreement would not be completed at any~~ time ~~in future~~.

OnWe offer ~~December 7, 2012, Life Nutrition Products, Inc. entered into a share exchange agreement (~~the ~~“Original~~lesson ~~Exchange~~in ~~Agreement”)~~3 ~~with~~groups ~~ADGS~~– ~~Advisory~~autumn ~~Limited,~~term ~~a Hong Kong corporation (“ADGS Hong Kong”) and ADGS Advisory (Holding) Limited~~package, aspring ~~British~~term ~~Virgin Islands corporation (“ADGS Holding”). Pursuant to the Original Exchange Agreement~~package, ~~at the closing of the transaction contemplated thereunder (the “Transaction”), the Company agreed to acquire 100% of the issued~~ and ~~outstanding capital stock of ADGS Hong Kong, making ADGS Hong Kong a wholly~~1-~~owned~~year ~~subsidiary of the Company~~package. InAbout ~~consideration~~60 lessons for ~~the~~each ~~purchase of 100% of the issued~~ term and ~~outstanding~~120 ~~capital~~lessons ~~stock~~for of1 ~~ADGS~~year. ~~Hong~~The ~~Kong,~~unit ~~the~~lesson ~~Original~~price ~~Exchange~~is ~~Agreement~~USD ~~provided~~$ ~~that the Company would issue a total of 20,155,000 newly issued shares of the Company’s Common Stock~~4.15.

On March 28, 2013, the Company entered into an amendment (the “Amendment”) to the Original Exchange Agreement (the Original Exchange Agreement, as amended is referred to herein as the “Exchange Agreement”) pursuant to which the Company agreed to acquire all of the outstanding shares of Almonds Kisses Limited (BVI), a British Virgin Islands company (“Almonds Kisses BVI”), from the eight shareholders of Almonds Kisses BVI (the “Shareholders”), instead of the shares of ADGS Hong Kong, on the same terms and conditions set forth in the Exchange Agreement. Almonds Kisses BVI is the owner of 100% of the issued and outstanding capital stock of ADGS Hong Kong. The Original Exchange Agreement incorrectly indicated that such owner was ADGS Holdings which error was corrected in the Amendment. The Shareholders were Tong Wing Yee, Tong Wing Shan, Tso Yin Yee, Pang Yiu Kwong, Sin Kok Ho, Fahy Roase-Collette, Tsang Kwai Chun and ADGS Holdings, each of whom executed the Amendment. In addition, on March 28, 2013, the parties to the Exchange Agreement entered into an Extension Agreement (the “Extension Agreement”) extending the closing date of the Transaction to on or before April 15, 2013.Effective Practice

4Students are encouraged to preview course materials through our APP platform. Pre-lesson learning is particularly important, as such a process allows young students to engage in more productive interactions with teachers during live lessons.

OnOur pre-lesson ~~April~~studying ~~12,~~system ~~2013~~contains key vocabulary, ~~the~~word ~~transactions~~pronunciation ~~contemplated~~practice, byand ~~the~~grammar ~~Exchange~~learning ~~Agreement~~points. ~~were~~Our ~~consummated~~system ~~whereby~~is interactive, featuring ~~among~~audio ~~other~~functions ~~things,~~that ~~the~~allow ~~Company~~students ~~acquired~~to ~~all~~hear the correct pronunciation of ~~the~~key ~~issued~~vocabulary words and ~~outstanding~~model ~~capital~~sentences. ~~stock~~Students can record their pronunciation of ~~Almonds~~individual ~~Kisses~~words ~~BVI~~to inbe ~~exchange~~graded ~~for~~by anour ~~aggregate~~system. To build a more instinctive understanding of 20the English language for our students,~~155,000~~ ~~newly~~our ~~issued~~pre-lesson ~~shares~~studying ofsystem relies on cartoons or interesting graphic stories to explain the ~~Company’s~~meaning ~~Common~~of ~~Stock~~vocabulary (and phrases, rather than simply presenting the ~~“Acquisition”)~~translation.

As a result of the Acquisition, Almonds Kisses BVI became our wholly-owned subsidiary and the former shareholders of Almonds Kisses BVI became our controlling shareholders, and Almond Kisses BVI in turn owns all of the issued and outstanding capital stock of ADGS Hong Kong. Almonds Kisses BVI also owns 100% of the issued and outstanding capital stock of Vantage Advisory Limited, a Hong Kong corporation (“Vantage”) which was acquired by Almonds Kisses BVI in January 2013; 100% of the issued and outstanding capital stock of Motion Tech Development Limited, a British Virgin Islands company (“Motion Tech”), which was acquired in August 2013; and, 100% of the issued and outstanding capital stock of T H Strategic Management Limited, a Hong Kong corporation (“T H Strategic”), which was acquired in October 2013. ADGS Hong Kong owns 80% of ADGS Tax Advisory Limited (“ADGS Tax”) which is a Hong Kong incorporated holding company. Dynamic Golden Limited which is also a Hong Kong incorporated company was 30% owned by ADGS Tax until November 19, 2013 and has since been 30% owned by Almonds Kisses BVI.4

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

~~Vantage~~We maintain is a ~~Hong~~pool ~~Kong~~of ~~corporation~~service ~~which~~teams ~~was~~or ~~incorporated~~teachers onfor ~~March~~our 6,students ~~2008~~all ~~and~~around ~~has~~the ~~been wholly owned by Almonds Kisses BVI since January 2013~~world. ~~Motion~~The ~~Tech~~customer service is aprovided ~~British Virgin Islands company which was incorporated on October 7, 2007 and has been wholly owned~~ by ~~Almonds Kisses BVI since August 2013. Motion Tech is~~ a ~~property~~third-party service ~~holding company which owns a residential property~~partner. TWe Hare ~~Strategic~~planning isto ahire ~~Hong~~local ~~Kong~~service ~~corporation~~teams ~~which~~as ~~was~~our incorporated on March 16, 2010 and has been wholly owned by Almonds Kisses BVI since October 2013. ADGS Tax Advisory Limited (“ADGS Tax”) is a Hong Kong incorporated holding company incorporated on March 17, 2003 and owns certain customer ~~lists~~base ~~and~~grow ~~client bases which were purchased~~ in ~~2005. ADGS Tax is 80% owned by ADGS Hong Kong. Dynamic Golden Limited which is also a Hong Kong incorporated company~~France, ~~which was 30% owned by ADGS Tax until November 19~~Brazil, ~~2013~~Thailand and ~~has~~Vietnam. We ~~since~~have ~~been~~established ~~30%~~stringent ~~owned~~selection bycriteria ~~Almonds~~and ~~Kisses~~will ~~BVI,~~make ~~owns~~hiring andecisions ~~investment~~based inon ~~residential~~education ~~real~~service ~~property located in Tuen Mun, New Territories, Hong Kong~~experience.

As a condition to the consummation of the Acquisition, on the Acquisition Date the officers and directors who were designees of Conqueror resigned as officers and directors of Life Nutrition Products, Inc. and the new officers and directors identified below were appointed as officers and directors of Life Nutrition Products, Inc.Business Partners

AsWe also ~~indicated~~provide ~~above,~~a Tone-stop Heducational ~~Strategic~~service ~~has~~to ~~been~~our abusiness ~~wholly~~partners, ~~owned~~including ~~subsidiary~~recruiting ofnative ~~Almonds~~English ~~Kisses~~speaker ~~BVI~~tutors, ~~since~~customizing teaching ~~October~~content, ~~2013~~and training the tutors. ~~Such~~We ~~acquisition~~provide ~~was~~native ~~completed~~English ~~pursuant~~speaker tutor recruiting and training services to anbusiness customers. ~~Agreement~~Given ~~for~~the ~~Sale~~interactive nature of our lessons and ~~Purchase~~targeting ofstudents, ~~Shares~~we ~~entered~~seek ~~into~~to byengage ~~Almonds~~teachers ~~Kisses~~who ~~BVI~~have ~~with~~a Listrong ~~Hon~~command of ~~Lun~~the ~~pursuant~~English tolanguage ~~which~~and ongood ~~October~~communication ~~20,~~skills. ~~2013~~Prospective ~~Almonds~~candidates ~~Kisses~~must ~~BVI~~go ~~acquired~~through ~~all~~a ofresume ~~the~~screening, ~~issued~~phone interview screening, pre-service orientation, new teacher training, and ~~outstanding~~demonstration ~~shares~~to ofbe Tqualified Hto ~~Strategic~~deliver ~~from~~live Lilessons ~~Hon~~to ~~Lun~~our students. We Talso Hleverage ~~Strategic~~the isnative aEnglish ~~Hong~~speaker ~~Kong~~tutor ~~based~~recruiting ~~accounting~~and training services ~~and~~to business ~~consulting firm~~customers.

In consideration for acquisition of the issued and outstanding shares of T H Strategic, Almonds Kisses BVI agreed to pay Li Hon Lun the sum of HK $4.0 million (approximately US $516,000) payable in four equal monthly installments of HK $1.0 million (approximately US $129,000) each. All of such installments were paid by the end of February 2014.Teacher engagement

~~During~~Our teachers ~~fiscal~~from ~~2014,~~ the ~~Company~~Philippines ~~also~~and ~~acquired~~North ~~two~~America ~~client~~have ~~bases~~high ~~from~~English anproficiency ~~unrelated~~and ~~party~~experience ~~for~~in ~~consideration~~service industries or the education industry. The individual skill sets and backgrounds of ~~approximately~~prospective ~~$155~~teachers,~~000~~ combined with our rigorous selection and ~~$322~~training program,~~477~~ ~~respectively~~have ~~(HK$1.2~~enabled ~~million~~us to build a team of passionate and ~~HK$4~~patient ~~million~~teachers ~~respectively)~~who are highly qualified to assist students in meeting their learning objectives. The ~~consideration~~majority of ~~one~~our ofteachers ~~them~~are ~~was~~university ~~payable~~graduates in ~~four~~the ~~equal~~Philippine, ~~monthly~~including ~~installments~~many offrom ~~$38~~reputable universities,~~700~~ ~~(HK~~medical ~~$300~~and nursing schools,~~000)~~ ~~each~~as well as experienced teachers. ~~All~~For ofour ~~such~~American ~~installments~~Academy ~~and~~program, ~~the~~we ~~amount~~mainly ~~due~~engage teachers ~~for~~from ~~the~~North ~~other~~America ~~client~~with ~~base~~primary ~~have~~school ~~been~~and ~~paid~~kindergarten teaching experience.

5We attract applicants through various online social media platforms and career websites and regularly participate in job fairs in the Philippines.

~~The~~Teacher training ~~chart~~and ~~below presents our corporate structure:~~development

		ADGS Advisory, Inc. (formerly Life Nutrition Products, Inc.), a Delaware corporation
		100%
		Almonds Kisses Limited (BVI), a British Virgin Islands company
100%	100%	100%	100%	30%
ADGS Advisory Limited	Vantage Advisory Limited,	T H Strategic Management	Motion Tech Development	Dynamic Golden
a Hong Kong corporation a	Hong Kong corporation	Limited, a Hong Kong	Limited, a British Virgin Islands	Limited, a Hong Kong
		corporation	company	corporation
80%
ADGS Tax Advisory Limited
a Hong Kong corporation

Through the ongoing online enhancement of teaching methods and teacher training centers in the Philippines, most of our teachers can develop the skills to communicate key learning points more effectively to our students. We believe that empowering our teachers with these skills is essential to improve the student experience and ensuring that our students receive a quality education. We also add requirements and customize the training content according to the demand or the business customers.

The newly ~~following~~engaged ~~table~~teachers ~~lists~~are generally required to undergo standard training programs that focus on the ~~directors~~curriculum from us or business customers, teaching skills in a live lesson setting, as well as the learning about the behavior and ~~officers~~objectives of different types of students. After completing our new teacher training program, the ~~foregoing~~candidates ~~entities~~will be assessed by our team of experienced evaluators before they are allowed to offer lessons on our platform or start the service for our business customers.

~~Corporate~~The teachers ~~Name~~are ~~Directors~~ranked ~~Officers~~according ~~ADGS~~to ~~Advisory,~~student ~~Inc.~~feedback Liand ~~Lai~~peer ~~Ying~~evaluation ~~Tso~~process. ~~Yin~~Teachers ~~Yee~~must ~~Pang~~accumulate ~~Yiu~~the ~~Kwong~~required Fuamount ~~Kei~~of teaching ~~Man~~hours, ~~Derek~~maintain ~~Anderson~~high ~~Amanda~~student ~~CEO:~~ratings, Liand ~~Lai~~complete ~~Ying~~the ~~CFO:~~training ~~Tong~~modules ~~Wing~~to ~~Shan~~get ~~COO:~~a ~~Tso~~promotion ~~Yin~~or ~~Yee~~salary ~~Almonds~~increase. ~~Kisses~~Our ~~Limited~~training program ~~(BVI)~~is ~~Tso~~updated ~~Yin~~and ~~Yee~~customized ~~Tong~~based ~~Wing~~on ~~Shan~~changes ~~Tong~~to ~~Wing~~our ~~Yee~~curriculum, ~~CEO:~~the Lidemand ~~Lai~~of ~~Ying~~business ~~CFO:~~customers, ~~Tong~~and ~~Wing~~feedback ~~Shan~~from ~~COO:~~our quality ~~Tso~~assurance ~~Yin~~team ~~Yee~~and ADGS Advisory Limited Tso Yin Yee Tong Wing Shan Tong Wing Yee CEO: Li Lai Ying CFO: Tong Wing Shan COO: Tso Yin Yee Vantage Advisory Limited Pang Yiu Kwong CEO: Li Lai Ying CFO: Tong Wing Shan COO: Tso Yin Yee Motion Tech Development Limited Tong Wing Yee CEO: Li Lai Ying CFO: Tong Wing Shan COO: Tso Yin Yee T H Strategic Management Limited Li Hon Lun CEO: Li Lai Ying CFO: Tong Wing Shan COO: Tso Yin Yee ADGS Tax Advisory Limited Tong Wing Yee CEO: Tong Wing Yee CFO: Tong Wing Yee Dynamic Golden Limited Tong Wing Yee CEO: Tong Wing Yee CFO: Tong Wing Yeestudents.

6Description of the Business

~~Recent~~Quality Online ~~Developments~~Education Group Inc. (QOEG) is an E-learning company that provides comprehensive online lessons to students in different parts of the world. We deliver quality education to students and noticeable results from our passionate teachers and teaching assistants. We combined Education and Entertainment (Edu-tainment) as part of our method. It is our mission to develop confidence in our students so they can reach their goals with happiness and efficiency! The main business scope of the Group includes K12 English Online education services, courseware development, an exam preparation course of International English Language Testing System (IELTS) for adults, and Education-technology platform development.

On July 30, 2014, the Company, through ADGS Hong Kong, entered into a Customer List Purchase Agreement (the “July 2014 Purchase Agreement”) with Lau Kam George and Yung Chi Shing (collectively, the “Sellers”) pursuant to which ADGS Hong Kong has agreed to acquire from the Sellers the customer list of the accounting advisory business of the Sellers operating under the name of Acorate Advisory Limited and Berfield Enterprise Solutions and Technology Limited, located in Hong Kong.5

InMost of ~~consideration~~our ~~for~~management ~~the~~team ~~acquisition~~is ofbased ~~the~~in ~~customer list~~Ontario, ~~ADGS~~Canada. ~~Hong~~Most ~~Kong~~of ~~has~~the ~~agreed~~full totime ~~pay~~tutors ~~the~~we ~~Sellers~~hire ~~the~~are ~~sum~~in ofthe ~~approximately~~Philippines. USOur ~~$1.5~~main ~~million~~operation functions ~~(HK~~such ~~$12.0~~as ~~million)~~accounting, ~~and~~education 5content,~~000~~ R&D,~~000~~ ~~shares~~IT, ofand ~~the~~marketing ~~common~~are ~~stock~~based ofin ~~the Company~~Toronto. ~~Such~~We ~~amount~~have istutor toresource bemanagement vendors ~~paid~~in asthe ~~follows:~~Philippines. ~~(i) approximately~~We UShave ~~$258,000~~sales ~~(HK~~partners ~~$2.0~~in ~~million)~~Southeast ~~upon~~Asia, ~~signing~~Europe ofand ~~the~~South ~~July~~America. ~~2014~~Historically, ~~Purchase~~Tianjin ~~Agreement~~Zhipin ~~which~~Education Technology ~~amount~~Co., ~~has~~as ~~been~~a ~~paid,~~sales ~~(ii)~~and ~~approximately~~service UScenter ~~$387~~for Chinese customers,~~000~~ ~~(HK~~collected ~~$3.0~~the ~~million)~~revenue onfrom orChinese ~~before~~customers ~~March~~and ~~30,~~Quality Online ~~2015,~~Education ~~and~~Group Inc. (~~iii~~Ontario) collected the ~~balance~~revenue offrom the ~~purchase~~customers ~~price~~ of ~~approximately~~other USareas. ~~$903,000~~The ~~(HK~~Company ~~$7.0~~adjusted ~~million)~~ the organization structure in 18September 2021. ~~monthly~~All ~~installments~~the ~~commencing~~revenues ~~one~~including ~~month~~those ~~after~~from ~~closing.~~China ~~The~~is ~~shares~~collected ofby ~~common~~Quality ~~stock~~Online ~~are~~Education toGroup beInc. (Ontario). ~~issued~~From atDec ~~closing.~~2021, ~~Subsequent~~we tostopped ~~the~~acquiring ~~year~~new ~~ended~~students ~~August~~from ~~31,~~mainland ~~2014,~~China. ~~and~~The inCompany ~~January~~ceased ~~2015,~~offering ~~the~~tutoring ~~Company~~services to ~~paid~~students ~~half~~in ofmainland ~~the~~China ~~second~~in ~~installment~~the ~~described~~end ~~above~~of April 2022.

~~The~~Our Strategy ~~closing~~– ofBusiness the acquisition is subject to various conditions including but not limited to ADGS Hong Kong being satisfied in its due diligence review following the execution of the July 2014 Purchase Agreement that revenues for the period of April 1, 2013 to June 30, 2014 meet the amount of HK $10.0 million (approximately US $960,000). The closing, which is expected to occur on or before March 30, 2015, is subject to the delivery of the customer list by the Sellers, and each of the Sellers having entered into mutually acceptable employment agreements and operating agreements with ADGS Hong Kong. Following the closing, the amount of the aggregate purchase price will be adjusted based upon revenues achieved in the 14 month period following the closing.Plan

OnQuality Online ~~August~~Education 20Group, ~~2014,~~QOEG’s ~~the~~operating ~~Company~~company, ~~acquired~~was 2%founded ofin ~~the~~August 2018 ~~issued and outstanding capital stock of Elite Global Group Limited (incorporated~~ in ~~Hong~~Ontario ~~Kong)~~Canada ~~(“Elite~~with ~~Global”)~~a ~~from~~global ~~one~~reach. We ofprovide ~~the~~comprehensive ~~then~~online ~~two~~English ~~shareholders~~lessons ofto ~~Elite~~students ~~Global~~around ~~for~~ the ~~sum~~world. ofEnglish ~~approximately~~education ~~$2,000,000~~resources ~~(HK~~are ~~$15,000,000)~~unbalanced ~~payable~~between areas. byThe ~~the~~students ~~transfer~~in ofsome ~~certain receivables due to a subsidiary~~ of the ~~Company.~~Southeast ~~Elite~~Asia ~~Global~~and ~~has~~European ~~entered~~countries ~~into~~are aextremely ~~Preliminary~~under-served. ~~Development~~To ~~Agreement~~address ~~with~~this ~~Viacom~~unmet ~~Media~~need, we ~~Networks~~have todeveloped ~~construct~~online and ~~establish~~mobile aeducation ~~new~~platforms, ~~entertainment~~customized ~~theme park in~~ the ~~PRC.~~content ~~Elite Global is expected to submit a development plan for Viacom’s approval~~ and ~~then~~optimized ~~obtain~~the amarketing ~~license~~method to ~~operate~~provide high ~~the~~quality ~~theme~~yet ~~park.~~affordable ~~The~~products ~~Company~~that isenable ~~not~~students ~~aware~~around of the ~~proposed~~world ~~timeframe for completion of the foregoing. In addition, Elite Global is a party~~ to atake ~~Joint~~live ~~Venture~~English ~~Agreement~~lessons with ~~Simson~~English ~~Giftware~~native ~~which~~speaking teachers. ~~operates~~We ~~and~~connect ~~manufactures~~our ~~merchandise~~students ~~for~~with ~~theme~~highly ~~stores~~qualified inforeign ~~Taiwan and Hong Kong~~teachers. ~~Pursuant~~The toteachers ~~the~~have ~~agreement~~gone ~~with~~through ~~the~~our ~~seller~~rigorous ofselection and ~~the~~training ~~shares,~~process ~~the~~before ~~Company~~they ~~retains~~deliver ~~the~~lessons ~~right~~ to ~~request~~ the ~~seller~~students. toWe ~~buy~~hire, ~~back all or part of the shares purchased at $2~~train,~~000,000~~ orand ~~such~~manage ~~proportionate~~our ~~amount,~~tutors iffor ~~any,~~North ~~after~~America ~~August~~and the ~~20, 2015~~Philippines.

~~The~~Our market ~~Company~~consists ~~was~~of ~~also~~students afrom ~~party~~K12 to aadults. ~~Memorandum~~The oflessons ~~Understanding~~we ~~entered~~provide ~~into~~are ~~with~~focused ~~Elite~~on ~~Global pursuant to which~~ the ~~Company~~interaction ~~was to provide certain consulting~~ and ~~advisory~~application ~~services in connection with the construction~~ of ~~the~~English as ~~proposed~~well ~~entertainment~~as ~~theme~~test ~~park~~preparation insuch ~~the~~as ~~PRC~~IELTS. ~~Such Memorandum of Understanding is no longer in effect.~~

~~Description~~While remaining ofbased ~~Business~~in Canada, we have successfully launched a direct selling model around the world. This business model is cost-effective, enabling us to save significant sales and marketing dollars and build a stronger cash flow outlook compared to the competitors who only use online advertising.

~~General~~We are also launching small group lessons, one teacher teaches 2-4 students online at the same time, which unit price is lower than other competitors, which may be affordable for more students in our target cities yet with a higher margin.

We intend ~~provide~~to afurther ~~wide~~develop ~~range~~our sales of ~~services~~our inonline ~~Hong~~products ~~Kong~~through tomaking ~~individuals,~~it ~~small~~available and ~~medium~~recognized ~~sized~~in ~~businesses~~more and ~~charitable~~more ~~organizations~~ countries in ~~accounting,~~need ~~taxation, company secretarial, general corporate and consulting services. All~~ of ~~our~~English ~~business~~teaching ~~operations and services are performed in Hong Kong~~resources. ~~However~~Moreover, we ~~also~~anticipate ~~maintain~~a ~~branch~~greater ~~offices~~margin inof ~~Shenzhen,~~profit ~~PRC~~by ~~and~~increasing ~~Bangkok,~~the ~~Thailand~~student ~~for~~retention rate ~~marketing~~and ~~purposes~~launching ~~only~~new inproduct ~~order~~lines, tolike ~~attract~~group ~~potential clients to use our services in Hong Kong for businesses or other ventures which such potential clients may maintain in Hong Kong~~lessons. ~~Our primary business segments are described below.~~

~~Accounting~~All our cash is paid directly by our customers to our Canadian company. We pay service expenses and ~~Corporate~~sales ~~Services~~commissions to the service partners in different countries for the local customer service.

~~Accounting~~ Competitive Conditions

~~Our~~The online ~~team~~English ofeducation ~~accounting business professionals can provide general accounting~~ services ~~for~~market ain ~~business, including, but not limited to, bookkeeping services, including preparing a~~ general ~~ledger~~is ~~for a client~~fragmented, ~~spreadsheet,~~rapidly ~~income statements~~evolving, ~~cash flow statements~~ and ~~balance~~highly ~~sheets,~~competitive. ~~which~~We ~~services~~also ~~can~~face becompetition from ~~performed monthly, quarterly or annually; preparing~~ other ~~accounting~~online and ~~financial~~mobile ~~reports;~~platforms ~~providing~~or ~~assistance~~internet incompanies ~~managing~~that ~~compliance~~plan obligations; preparing and filing tax returns; providing assistance with payroll and invoicing, strategic planning, financial modeling and cash flow; evaluating accounting systems and processes; reporting key performance indicators and benchmarks; performing a business health check; and, providing a strategic cost management. Our business professionals can offer practical accounting and business solutions to ~~assist~~expand ~~our clients in identifying risks and opportunities, ensuring that~~ their business ~~remains~~into ~~profitable~~English ~~and competitive, and providing general guidance in building wealth and protecting assets~~education.

7We believe that the principal competitive factors in our markets include the following:

~~Corporate~~● ~~Services~~scope and quality of course offerings;

We● ~~believe~~quality ~~our staff can provide expert advice~~ and ~~practical~~performance ~~assistance~~of tothe ~~a company in managing its regulatory and reporting obligations along with monitoring its compliance and secretarial responsibilities. Such services which we can offer include:~~teachers;

·● ~~Company~~overall ~~secretarial~~student ~~services;~~experience ~~· Corporate governance; · The maintenance of records of contacts, nomination/appointment/resignation of directors, bank signatories, major shareholders according to the Memorandum~~ and ~~Article of Association (M&A) or Company Constitution~~satisfaction; · Meeting regulatory obligations relating to the preparation of annual general meetings and filing of annual returns; · Administrative work for statutory requirements, such as preparation and maintenance of corporate records, bookkeeping, accounting, and financial transactions.

~~Tax~~● ~~Advisory~~ability to effectively market course offerings to target customer groups, and

We● ~~have~~cost-effectiveness ~~practicing members~~ of ~~the Hong Kong Institute of Certified Public Accountants (“HKICPA”) with more than ten years of taxation experience who can provide tax planning services for our clients. Such services can include:~~courses;

· Preparation and filing a tax return; · Calculating the estimated tax liability; · Tax planning; · Assist clients to reply to any inquiries issued by the taxing authorities; · Act as the tax representative of our clients in connection with tax assessments.6

~~Corporate~~We believe ~~Restructuring~~that we are well-positioned to effectively compete in the selected cities’ market in which we operate on the basis of our innovative approach to acquire students, scalable and ~~Insolvency~~efficient business model, extensive and high-quality teacher network, high course quality, and experienced management team caring about all the stakeholders including students, parents of our students, business partners, as well as the tutors.

WeHowever, some ~~recognize~~of ~~that~~our ~~each~~current ~~year,~~or ~~there~~future ~~will~~competitors bemay ahave ~~percentage~~longer ofoperating ~~unsuccessful~~histories, ~~businesses~~greater ~~resulting~~brand inrecognition, ~~liquidation~~ or ~~company~~greater ~~restructuring.~~financial, technical, Weor ~~can~~marketing ~~offer~~resources ~~the~~than ~~services~~we ofdo. ~~highly~~For ~~qualified~~a ~~insolvency~~discussion ~~practitioners~~of ~~whose~~risks ~~goal~~related is to ~~rescue~~competition, ~~the~~see ~~situation~~more ~~and~~discussion ~~avoid~~in ~~formal bankruptcy or insolvency proceedings~~“Risk Factors”.

Our approach to client relationships is underpinned by a partner-led delivery of services. We have found that our partner-led approach creates a greater sense of trust, due to the stronger personal relationship developed. In this regard, we have an established history of working closely with financial institutions, law firms Sales and ~~smaller accountancy firms.~~Marketing

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

·We market ~~Company~~our ~~winding-up~~platform ~~including~~through ~~voluntary~~a ~~winding-up~~combination ~~and~~of ~~compulsory~~online ~~winding-up~~social ·media ~~Personal~~and ~~bankruptcy~~offline ·channels, ~~Restructuring~~and ~~services~~we ·also ~~Lender~~generate ~~services~~sales ·leads ~~Creditors’~~through referrals, ~~rights~~which ·we ~~Monitoring~~called ~~services~~“The ·Mommy ~~Receivership~~Influencer ~~· Turnaround management~~Sales”.

8The Mommy Influencers

~~Multi~~We have historically generated a significant percentage of our sales leads through word-~~Disciplinary~~of-mouth ~~Advisory~~referrals by our students and their parents in K-12 product lines. New enrollments through word-of-mouth referrals have benefited from the rapid growth in our student base, as well as our reputation, brand, and the proven learning results of our students. We integrated social network functionalities into our mobile app, such as sharing functions with WeChat, to encourage students to share their learning experiences with their friends. We believe the rapid growth of our K-12 student base, greater brand awareness, and the success of our K-12 students in achieving their English learning objectives lead to more word-of-mouth referrals and the purchase of larger course packages by our K-12 students initially.

~~Forensic~~We have a KOL (Key Opinion Leader) marketing ecosystem in online and ~~Litigation~~offline ~~Advisory~~communities, including online social media groups and offline training camps. the KOLs bring significant leads to our sales team. We pay influencers when their referrals end up buying the products. It’s known in marketing circles as fission sales. To support this sales model, we developed a virtual campus system and recruit headmasters for the virtual campus. Each headmaster manages a group of mummy influencers who provide leads to our telemarketing team.

WeOur telemarketing ~~provide~~teams ~~multidisciplinary,~~follow-up ~~independent~~on ~~dispute~~sales ~~advisory,~~leads ~~investigative,~~by ~~data~~providing ~~acquisition/analysis~~additional information and ~~forensic~~support ~~accounting~~and ~~services~~trying to ~~clients~~convince ~~throughout~~prospective students ~~the~~to ~~life~~enroll ~~cycle~~in ofour afree ~~litigation~~trial lessons. Our ~~team~~course ~~supports~~consultants ~~clients~~then ~~facing~~follow ~~high~~up ~~stakes~~with ~~litigation,~~prospective ~~arbitration~~students who have taken our free trial lessons and ~~compliance~~promote ~~investigations~~course packages most suited to each student’s background, proficiency, and ~~regulatory~~learning ~~scrutiny~~objectives.

~~Our services include:~~Branding

·We are ~~Quantifying~~focused ~~damages~~on ~~and~~promoting ~~providing~~our ~~independent~~brand ~~expert~~and ~~opinion~~increasing inthe aoverall ~~range~~effectiveness of ~~dispute~~our ~~situations~~sales ~~relating~~and tomarketing ~~intellectual~~efforts. ~~property~~In 2019, ~~breach~~we ofengaged Chris ~~contract~~Downs, ~~insurance~~a ~~claims~~Canadian educator, ~~asset~~author, ~~recovery~~teacher, ~~and~~celebrity, ~~fraud/criminal investigations; · Employing forensic accounting~~ and ~~complex~~popular ~~modeling~~guest ~~methods~~star toof ~~provide~~a ~~insight~~TV onseries ~~the facts~~ and ~~offer~~movies ~~clarity~~in onChina. ~~complex~~We ~~financial~~believe Chris’s ~~transactions;~~success ·in ~~Independently~~his ~~tracing,~~career ~~gathering~~ and ~~analyzing~~image ~~critical~~echoes ~~information;~~with ·our ~~Offering~~company ~~industry‐leading~~principle ~~electronic~~on ~~evidence~~delivering ~~services~~good ~~that~~quality ~~identify,~~education ~~preserve~~for ~~and~~all ~~collect relevant, structured information and analyze complex data~~the students.

~~Engineering~~To business ~~Services~~marketing and sales

We also ~~can~~ provide aonline ~~diversified~~English ~~range~~tutor ofsolutions ~~engineering~~to ~~services~~business ~~including~~customers ~~waterworks~~by ~~engineering,~~direct ~~water~~sales ~~distribution~~model. ~~system~~We ~~maintenance,~~help ~~slope~~the ~~safety~~business ~~detection,~~customers ~~landslide~~build up ~~risk~~their ~~prevention~~own ~~methods~~brand ~~and~~online ~~buried~~English ~~water~~lessons ~~conduit~~or ~~testing~~add native English speaker tutors. ~~Established~~Many assmall-medium aeducation ~~remedial~~centers ~~specialist~~and ininstitutions around ~~Hong~~the ~~Kong,~~globe weare ~~have~~interested ~~carried~~in ~~out~~expanding ~~small~~their product line to ~~large~~foreign ~~scale~~teacher ~~projects~~English onlessons, ~~behalf~~for ofexample, ~~public~~after ~~sector~~school tutoring ~~bodies~~centers, kid’s picture book clubs, immigration agencies etc.

~~Quantity~~We provide ~~Surveying~~holistic solutions to business customers including recruiting, training, and managing the tutors. Our dedicated corporate sales force regularly communicates with potential business clients in every city we enter.

The function of the quantity surveyor is estimating and controlling construction cost. We can provide construction cost advice, construction cost estimating and advice relating to construction services which are affordable and tailored to a client’s specific needs. Quantity surveying services range from preliminary cost estimates during feasibility, project management and cost control during construction and tax depreciation schedules and sinking fund forecasts during post construction.7

~~Business Development Service in PRC and Thailand~~Regulation

~~Although~~From Dec ~~all~~2021, ofwe ~~our~~stopped ~~business~~acquiring ~~operations~~the ~~and~~students ~~services~~live ~~are performed~~ in ~~Hong~~mainland ~~Kong,~~China. weIn ~~also~~compliance ~~maintain~~with ~~branch~~the ~~offices~~New ~~in Shenzhen~~Regulation, ~~PRC~~the ~~and~~“Opinions on ~~Bangkok,~~Further ~~Thailand~~Alleviating ~~for~~the ~~marketing~~Burden ~~purposes~~of ~~only~~Homework inand ~~order~~After-School toTutoring ~~attract~~for ~~potential~~Students ~~clients to use our services~~ in ~~Hong~~Compulsory ~~Kong~~Education” ~~for businesses or other ventures which such potential clients may maintain~~ published in ~~Hong~~July 2021 ~~Kong.~~by Inthe ~~connection~~General ~~therewith,~~Office weof ~~have~~the ~~retained~~CPC anCentral ~~individual~~Committee ~~who is a professional accountant~~ and ~~has~~the ~~been~~General anOffice ~~investment banker with approximately 30 years~~ of ~~experience in~~ the ~~PRC~~State ~~and~~Council ~~Australia to manage this new area~~ of ~~business for us. We believe there are a sufficient number of individuals and other entities in both~~ the PRC ~~and Thailand with business dealings in Hong Kong that justify our marketing efforts in those areas. However~~, ~~there~~the Company ~~can~~ceased beoffering notutoring ~~assurance~~services ~~that we will be able~~ to ~~successfully~~students ~~manage~~in ~~and~~mainland ~~grow~~China ~~our business through such marketing efforts~~ in ~~both~~ the ~~PRC~~end ~~and~~of ~~Thailand~~April 2022.

~~Market~~About 550 ~~Analysis~~students in mainland China were still active, which was about 1/3 of our monthly active students by end of Feb 2022. The lessons of those active students were delivered, and contracts were terminated by the end of April 2022. We haven’t had any operations in China since then.

~~Although~~The Administrative ~~there~~Measures ~~are~~on ~~many~~Internet ~~consulting~~Information ~~companies~~Services, inor ~~Hong~~the ~~Kong~~ICP ~~providing~~Measures, ~~similar~~promulgated ~~services,~~by wethe ~~believe~~PRC ~~that~~State ~~that~~Council ~~there~~and aas ~~few~~last amended ~~consulting~~on ~~companies~~January 8, in2011, ~~Hong~~sets ~~Kong~~forth ~~that~~more ~~have~~specific ~~professional~~rules ~~standards~~on ~~equal~~the provision of internet information services. According to the ~~ours~~ICP Measures, any company that engages in the ~~business~~provision ~~segments~~of incommercial ~~which~~internet weinformation ~~provide~~services ~~service.~~must Weobtain ~~believe~~a sub-category VATS License for Internet Information Services, or the ~~Company~~ICP ~~has~~License, afrom ~~solid~~the ~~and~~relevant ~~loyal~~government ~~client~~authorities ~~base~~before inproviding any acommercial ~~market~~internet ~~that~~information ~~has~~services ~~experienced~~within the PRC. The Company does not have a ~~certain~~proper ~~level~~ICP license after the termination of ~~sustained~~the ~~growth~~only inexisting ~~recent~~VIE ~~years~~contract with Tianjin Zhipin Education Technology Co., Ltd.

~~The~~On July 24, ~~following~~2021 ~~market~~China’s ~~trends~~official ~~seem~~state tomedia, beincluding Xinhua News Agency and China Central Television, announced the Opinions ~~most~~on ~~important~~Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education (the “Opinion”), issued by the General Office of the CPC Central Committee and the General Office of the State Council. The Opinion contains high-level policy directives about requirements and restrictions related to ~~our~~online ~~business:~~and offline after-school tutoring services, including, (i) foreign capital is prohibited from controlling or participating in Academic AST providers through merger and acquisitions, entrusted operations, joining franchise or using variable interest entities. (ii) banning foreign teachers located overseas from providing tutoring services in China.

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

~~Trend~~Due to 2PRC –legal ~~Bookkeeping~~restrictions ~~service~~on foreign ownership and investment in the value-added telecommunications market, we operated our online platform through Tianjin Zhipin Education Technology Co., ~~Presently~~Ltd, ~~many~~our ~~small~~consolidated ~~companies~~variable dointerest ~~not~~entity, ~~have~~or ~~full-time~~VIE, ~~accountants~~in ~~for~~the ~~their~~PRC. Tianjin ~~accountancy~~Zhipin ~~work~~Education Technology Co., ~~and~~Ltd weheld ~~believe~~our ~~many~~ICP ~~will~~license ~~use~~necessary ~~the~~to ~~services~~operate our online service in China. We relied on a series of ancontractual ~~outside~~arrangements ~~accountant~~among orTianjin ~~company~~Zhipin toEducation ~~minimize~~Technology ~~operating~~Co., ~~costs~~Ltd and ~~achieve~~its ashareholders ~~higher~~to ~~level~~operate ofour online ~~financial~~and ~~management~~mobile ~~oversight~~platforms in China. ~~Businesses~~We ~~regularly~~did ~~need~~not ~~the~~have ~~services~~equity ofinterests in Tianjin Zhipin Education Technology Co., Ltd. However, as a ~~qualified~~result ~~accountant~~of tothese ~~help~~contractual ~~compile~~arrangements, orwe ~~check~~were ~~that~~the ~~financial~~primary ~~records~~beneficiary ~~are~~of inTianjin ~~order~~Zhipin Education Technology Co., Ltd and uptreat toit ~~date~~as our consolidated VIE under U.S. GAAP.

9We terminated the VIE contract in September 2021 and entered a new service contract with Tianjin Zhipin Education Technology Co., Ltd as one of the suppliers on global online market research, education consulting and information technology consulting service. Our agreement with Tianjin Zhipin Education Technology Co. is attached hereto as an Exhibit. By the termination of the VIE contracts the company also does not have proper ICP license to deliver online education service to students in mainland China. Thus, we ceased the operations in China in the end of April 2022.

~~Trend 3 –~~ The Company ~~secretarial~~is ~~service.~~not ~~According~~planning to ~~Hong~~invest ~~Kong~~in ~~Companies~~Tianjin ~~Ordinance,~~Zhipin ~~every~~Education ~~company~~Technology ~~shall have a secretary~~Co. ~~The company secretary shall (a) if an individual~~, ~~ordinarily~~Ltd. ~~reside in Hong Kong; (b) if a body corporate, has its registered office~~ or ~~place~~any ofother ~~business~~companies in ~~Hong Kong~~China. ~~The~~We ~~company~~no ~~secretary~~longer own ~~can~~any ~~also~~companies beor ainvest ~~director.~~in ~~However,~~any ~~if there is only one director, he/she/it shall not also be the secretary of the company. We believe many~~ companies in ~~Hong~~China ~~Kong~~as ~~have only one director so they need to appoint~~ a ~~company~~foreign ~~secretary~~investor. ~~Such services are offered and can be performed by us.~~

~~Trend~~The Company’s 4compliance –with ~~Corporate~~these ~~recovery~~measures ~~and~~will ~~insolvency~~not ~~services.~~have Asa ~~described~~material ~~above,~~adverse ~~each~~impact ~~year~~on ~~there~~its ~~will~~existing bebusiness ~~a percentage of unsuccessful businesses resulting~~ in ~~liquidation~~the orcountries other ~~company~~than ~~restructuring~~China. WeTo ~~can~~make ~~offer~~sure ~~the~~our ~~services~~customers ofare ~~highly~~not ~~qualified~~from ~~insolvency~~mainland ~~practitioners. Our Chief Operating Officer~~China, ~~Tso~~we ~~Yin~~stopped ~~Yee~~the marketing and ~~our~~sales ~~Senior~~activities ~~Assurance~~in ~~& Business Advisory Consultant~~mainland China, ~~Pang~~and ~~Yiu~~the ~~Kwong~~updated ~~are~~service ~~experienced~~agreement ~~insolvency~~required ~~practitioners~~the ~~having~~customers ~~being~~announce ~~appointed~~that asthey ~~Joint~~are ~~and~~not ~~Several~~living ~~Provisional~~in ~~Liquidators~~mainland ~~under~~China. ~~Panel~~Our ~~‘T’~~updated service byagreement ~~Official~~is ~~Receiver’s~~attached ~~Office~~hereto ~~under~~as ~~Government~~an ~~of Hong Kong Special Administrative Region~~Exhibit.

Trend 5 – General consulting. With growing competition, increasing economic and business sophistication and regulatory compliance requirements, more companies need advice and strategies from experts and consultants across a wide range of specialties.8

~~Customers~~ITEM 1A. RISK FACTORS

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

See “Recent Developments” above for information on the Customer List Purchase Agreement entered into on July 30, 2014 with Lau Kam George and Yung Chi Shing (collectively, the “Sellers”) pursuant to which ADGS Hong Kong has agreed to acquire from the Sellers the customer list of the accounting advisory business of the Sellers operating under the name of Acorate Advisory Limited and Berfield Enterprise Solutions and Technology Limited, located in Hong Kong. The transaction is expected to close on or before March 30, 2015.General Risks

~~Our~~The Company ~~Competition~~is a Smaller Reporting Company

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

● We ~~believe~~may webe ~~achieve~~unable ~~a competitive edge among the bookkeeping and accountancy services due~~ to ~~the~~invest ~~combination of CPA oversight we maintain with lower-level, inexpensive labor. Clients will receive~~ the ~~advantage~~proceeds of ~~having~~this aoffering ~~CPA~~on ~~review~~acceptable ~~their books and provide additional advice when appropriate~~terms, ~~while~~or ~~not~~at ~~paying much more than they would to hire their own bookkeeper~~all.

In● ~~addition,~~We ~~for~~are ~~other~~dependent ~~consultancy~~on ~~services~~our ~~such~~key aspersonnel ~~taxation,~~for ~~insolvency~~our ~~and~~success. ~~other~~The ~~general~~departure ~~consulting,~~of weany ~~have a wide range~~ of ~~professionals~~our inexecutive ~~house~~officers ~~who~~or ~~can~~key ~~provide~~personnel ~~complete,~~could ~~reliable~~have ~~and~~a ~~high~~material ~~quality~~adverse ~~services~~effect toon our ~~clients~~business.

10● Our growth depends on external sources of capital, which may not be available on favorable terms or at all.

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

~~Government~~Contingent or ~~Regulation~~unknown liabilities could materially and adversely affect our business, financial condition, liquidity and results of operations.

~~Our~~We may ~~services generally are not subject to governmental regulation~~ in the ~~markets~~future inacquire ~~which~~online weeducation ~~operate. However~~companies, ~~our~~subject ~~clients~~to ~~may~~liabilities ~~require that we comply with certain rules~~ and ~~regulations~~without ~~even~~any ifrecourse, ~~those~~or ~~rules~~with ~~and~~only ~~regulations~~limited dorecourse, with ~~not~~respect ~~actually apply~~ to usunknown liabilities. InAs ~~addition~~a result, ~~our~~if ~~clients~~a ~~may~~claim ~~require~~were ~~that~~asserted ~~certain~~against ofus ~~our~~based ~~service~~on ~~providers~~ownership ~~who~~of ~~provide~~any ~~services~~of ~~maintain~~these ~~certain~~properties, we ~~professional~~may ~~licenses~~have ~~in order~~ to ~~provide~~pay ~~the~~substantial ~~appropriate~~amounts ~~services~~to ~~for~~defend ~~that~~or ~~particular~~settle ~~client~~the claim. WeIf ~~are also governed by laws in Hong Kong regulating~~ the ~~employer/employee~~magnitude ~~relationship,~~of such asunknown ~~tax~~liabilities ~~withholding~~is ~~and reporting~~high, ~~social security~~ individually or ~~retirement, anti-discrimination and workers compensation. Failure to comply with any applicable laws and regulations could result~~ in ~~restrictions~~the onaggregate, our ~~ability~~business, tofinancial ~~provide our services~~condition, asliquidity ~~well~~and asresults ~~the imposition~~ of ~~fines~~operations ~~and~~would ~~penalties,~~be ~~which~~materially ~~could~~and ~~have a material adverse effect on our operations~~adversely affected.

~~Our~~It is ~~Employees~~possible that investors may lose their entire investment.

We will ~~currently~~be ~~employ~~reliant 30on ~~full~~the ~~time~~proceeds ~~people consisting~~ of 3this ~~executive~~offering ~~management,~~to 5expand ~~senior~~our ~~consultants and 22 staff~~operations. We ~~require~~may ~~our~~not ~~employees~~be tosuccessful ~~have~~in ~~appropriate~~implementing ~~education,~~our ~~training~~business strategy or ~~work experience in their respective fields. We believe~~ that ~~our~~we ~~management~~will ~~team~~be ~~possesses~~successful in~~-depth~~ ~~knowledge~~achieving ~~critical to~~ our ~~Company’s~~objectives. ~~success~~Our ~~and~~prospects isfor ~~capable~~success ofmust ~~identifying~~be ~~and~~considered ~~seizing~~in ~~market~~the ~~opportunities,~~context of ~~and~~a ~~implementing~~thinly ~~our~~capitalized ~~business~~company ~~plans. We believe we are~~ in ~~material~~a ~~compliance~~highly ~~with~~competitive ~~all~~market. ~~applicable~~As ~~labor~~a ~~and~~result, ~~safety~~investors ~~laws~~may ~~and~~lose ~~regulations~~their inentire ~~Hong Kong~~investment.

~~Item 1A. Risk Factors.~~9

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

~~Risks~~Expenses required ~~Related~~to operate as a public company will reduce funds available to ~~Our~~develop ~~Business~~our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

~~Our~~Operating as ~~company~~a ~~has~~public ~~limited~~company ~~operating~~is ~~history,~~more ~~which~~expensive ~~makes~~than itoperating ~~difficult~~as toa ~~predict~~private ~~our~~company, ~~future~~including ~~prospects~~additional ~~and~~funds ~~financial~~required ~~performance.~~to Weobtain ~~have~~outside assistance ~~only~~from ~~been~~legal, ~~engaged~~accounting, ininvestor ~~our~~relations, ~~current~~or ~~business~~other ~~operations~~professionals ~~since~~that ~~March~~could ~~2011.~~be ~~Due~~more tocostly ~~this~~than ~~limited~~planned. ~~operating~~We ~~history, it~~ may also be ~~difficult~~required to ~~evaluate~~hire ~~our~~additional ~~business~~staff ~~prospects~~to ~~and~~comply ~~financial~~with ~~performance.~~additional ~~While~~SEC ~~we achieved net income for the fiscal years ended August 31, 2014~~ and ~~2013,~~OTC weMarkets ~~sustained~~reporting arequirements. ~~net~~We ~~loss~~anticipate ~~for~~that these ~~each~~costs ofwill ~~the~~be ~~fiscal~~approximately ~~years ended August 31~~$100,000 ~~2012 and August 31, 2011~~annually. ~~There~~Our ~~can~~failure beto nocomply ~~assurance~~with ~~that~~reporting werequirements ~~can~~and ~~maintain~~other ~~profitability~~provisions ~~beyond~~of securities ~~fiscal~~laws ~~2014.~~could ~~Further,~~negatively affect our ~~future operating~~ results ~~depend upon a number~~ of ~~factors~~operations, ~~including~~cash ~~our~~flow ~~ability to manage our growth, retain~~ and ~~increase~~financial ~~our customer base and to successfully identify and respond to any emerging trends in our market areas~~condition.

~~We may have difficulty in managing our future~~ Our growth ~~and~~depends ~~any~~on ~~associated~~external ~~increased~~sources ~~scale~~ of ~~our~~capital, ~~operations.~~which Wemay ~~expect~~not tobe ~~expand~~available ~~through~~on ~~both~~favorable ~~organic~~terms ~~growth~~or ~~and~~at ~~acquisitions~~all. ~~Our~~In ~~future expansion may place a significant strain on our managerial~~addition, ~~operational~~investors, banks, ~~technical~~ and other financial ~~resources.~~institutions Inmay ~~order~~be reluctant to ~~better~~enter ~~allocate~~into ~~our~~any ~~resources~~lending toor ~~manage~~financial ~~our~~transactions ~~growth~~with us, because we ~~must~~intend ~~hire,~~to ~~recruit~~enter ~~and~~into ~~manage~~the ~~our~~cultivation ~~workforce effectively~~ and ~~implement~~production ~~adequate~~of ~~internal~~sustainable ~~controls in a timely manner~~agriculture. If weany ~~are~~of ~~unable to effectively manage our growth and~~ the ~~associated~~source ~~increased~~of ~~scale~~funding ofis ~~our~~unavailable to ~~operations~~us, our ~~business,~~growth ~~financial~~may ~~condition~~be limited, and ~~results~~our ofoperating ~~operations~~profit ~~could~~may be ~~materially and adversely affected~~impaired.

11We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the state or federal regulatory environment relating to the sustainable agriculture industry, our own operating or financial performance or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.

Our access ~~business~~to ~~requires~~capital ~~significant~~will ~~and~~depend ~~continuous~~upon ~~capital~~a ~~investment.~~number Weof ~~will~~factors ~~require~~over awhich ~~high~~we ~~level~~have oflittle ~~capital~~or ~~expenditure~~no incontrol, ~~the~~including ~~foreseeable~~general ~~future~~market toconditions and ~~fund~~the market’s perception of our current and potential future ~~growth~~earnings. WeIf ~~intend~~general economic instability or downturn leads to ~~fund~~an ~~our~~inability to obtain capital ~~expenditures~~to ~~and~~finance, ~~future~~the ~~acquisitions~~operation ~~out~~could ofbe ~~internal~~negatively ~~sources~~impacted. ofIn ~~liquidity~~addition, investors, banks, and~~/or~~ ~~through~~other financial ~~access~~institutions may be reluctant to ~~additional~~enter into financing ~~from~~transactions ~~external~~with ~~sources.~~us, ~~Our~~because ~~ability~~we intend to ~~obtain~~acquire ~~external~~properties for ~~financing~~the use in the ~~future~~cultivation atand aproduction ~~reasonable~~of ~~cost~~sustainable agriculture. If this source of funding is ~~subject~~unavailable to aus, ~~variety~~our growth ofmay ~~uncertainties,~~be ~~including:~~limited.

·Our ability ~~our~~to ~~future~~raise ~~financial~~funding ~~condition,~~is ~~results~~subject ofto ~~operations~~all ~~and~~of ~~cash~~the ~~flows;~~above ·factors ~~the~~and ~~condition~~will ofalso ~~the~~be ~~global~~affected ~~and~~by ~~domestic~~our future financial ~~markets;~~position, results of operations and ·cash ~~changes~~flows. inAll ~~the~~of ~~monetary~~these ~~policy~~events ofwould ~~the~~have ~~Hong~~a ~~Kong~~material ~~governments~~adverse ~~with~~effect ~~respect~~on toour ~~bank~~business, ~~interest~~financial ~~rates~~condition, liquidity, and ~~lending~~results ~~practices~~of operations.

IfAny future weindebtedness ~~require~~reduces ~~additional~~cash ~~funds~~available ~~and~~for ~~cannot~~distribution ~~obtain~~and ~~them on acceptable terms when required or at a reasonable financing cost or at all, we~~ may beexpose ~~unable~~us to ~~fulfill~~the ~~our~~risk ~~working~~of ~~capital~~default ~~needs~~under ordebt ~~expand~~obligations ~~our~~that we ~~business. These or other factors~~ may ~~also~~incur ~~prevent~~in usthe ~~from entering into transactions that would otherwise benefit our business or implementing our~~ future ~~strategies~~. ~~Any of these factors may have a material adverse effect on our business, financial condition and results of operations.~~

~~Our~~Payments of ~~bank~~principal ~~loans present a significant risk. To date, we have significantly relied upon debt financings to fund our operations. At August 31, 2013 (audited)~~ and ~~August~~interest ~~31,~~on ~~2014~~borrowings ~~(audited),~~that we ~~had~~may ~~outstanding~~incur ~~bank loans (excluding bank overdrafts)~~ in the ~~principal~~future ~~amount~~may ofleave ~~$2,286,785~~us and $4,126,739, respectively. We also had bank overdrafts of $253,738 as of August 31, 2014. Interest expense from bank loans and overdrafts (excluding capital lease interest) for the year ended August 31, 2014 was $78,660 and for year ended August 31, 2013 was $127,101. Such loans are primarily term loans with ~~maturity~~insufficient ~~dates~~cash ~~ranging~~resources ~~from November 2014~~ to ~~October~~operate the ~~2037~~business. ~~Approximately~~Our $2level ~~million~~ of ~~the~~debt ~~bank~~and ~~loans are to be repaid over~~ the ~~next~~limitations ~~five~~imposed ~~years.~~on ~~While~~us weby ~~have begun to achieve profitable operations during fiscal 2014, there can be no assurance that such profitability will continue or that revenues from our operations will be able to service these~~ debt ~~obligations.~~agreements ~~This~~could ~~presents~~have a significant ~~risk~~material toand ~~the Company in that the Company may not have the necessary cash to meet such payment obligations~~adverse consequences, orincluding ~~if it does, such payments may draw significantly on~~ the ~~Company’s cash position. Any of such events will likely have a materially detrimental effect on the Company.~~following:

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

~~Our~~● ~~operating~~we ~~costs~~ may ~~increase.~~be ~~Costs~~unable ~~in Hong Kong are generally expected~~ to ~~increase.~~borrow Ifadditional ~~our~~funds ~~labor~~as ~~costs~~needed or ~~other operating costs increase and we cannot increase our services efficiency to offset any such increase or pass any such increase~~ on tofavorable ~~our customers~~terms, ~~our~~or ~~business,~~at ~~financial condition and results of operations may be materially and adversely affected.~~all;

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

12● to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

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

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

WeIf any have extended significant loans in the past that did not generate income or have fixed repayment terms and which may have affected our ability to do business. During fiscal 2012 and 2013, we made significant advances of cash to one of ~~our~~these ~~principal~~events ~~shareholders~~were ~~who is also the Company’s current Chief Financial Officer and daughter of our Chief Executive Officer and Chairman. Although all of such advances have been repaid~~ to ~~the Company~~occur, ~~such advances may have detrimentally affected~~ our ~~ability~~financial tocondition, doresults ~~business insofar that such advances represented a major portion~~ of ~~the~~operations, ~~Company’s then available~~ cash. ~~The advances to the related party were unsecured~~flow, ~~non-interest bearing without fixed repayment terms. Although such advances are no longer being made to such related party, such advances did not generate income to the Company~~ and ~~may have detrimentally affected~~ our ability to ~~grow~~make ~~the~~distributions to ~~business~~our ~~for~~shareholders ~~the~~could ~~benefit~~be ofmaterially ~~all~~and ofadversely ~~the shareholders~~affected.

We may be subject to a concentration of credit risk. During the year ended August 31, 2014, we had one customer which accounted for 15% of our total revenues and 35% of our total accounts receivable. No customer accounted for more than 10% total revenue during the year ended August 31, 2013. Although we believe our credit risk is somewhat limited due to a large customer base, there can be no assurance that we will not have a concentration of credit risk in fiscal 2015 and in future years similar to or greater than fiscal 2014. In such event, the loss of any such key customer or customers could significantly reduce our revenues, or detrimentally impact our revenues if any such key customer or customers experience financial difficulties.

Risks Related to ~~Doing~~Our ~~Business~~Organization, inStructure ~~Hong~~and ~~Kong~~Business

~~Substantially~~The change ~~all~~ of ~~our~~the ~~revenues~~business ~~to date are derived from our operations~~ in ~~Hong~~recent ~~Kong.~~months ~~Accordingly,~~may ~~our~~be ~~business, financial condition, results of operations and prospects are subject, to a significant extent, to risks of doing business in Hong Kong~~unsuccessful.

~~The~~In December Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us. The Hong Kong legal system is a civil law system based on written statutes. The overall effect of ~~legislation~~2021, ~~over~~we ~~the~~stopped ~~past~~acquiring ~~approximately~~students ~~25 years~~who ~~has~~live ~~significantly enhanced the protections afforded to various forms of foreign investment~~ in ~~Hong~~mainland ~~Kong~~China. ~~However,~~In ~~these~~compliance ~~laws,~~with ~~regulations~~the ~~and~~New ~~legal requirements change frequently~~Regulation, ~~and~~the ~~their~~“Opinions on ~~interpretation~~Further ~~and~~Alleviating ~~enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce~~ the ~~legal~~Burden ~~protection~~of ~~that~~Homework ~~we enjoy either by law or contract. However, since Hong Kong administrative~~ and ~~court~~After-School ~~authorities~~Tutoring ~~have~~for ~~significant~~Students ~~discretion~~ in ~~interpreting~~Compulsory ~~and~~Education” ~~implementing~~published in ~~statutory~~July 2021 ~~and~~by ~~contractual~~the ~~terms,~~General itOffice ~~may~~of ~~be more difficult to evaluate~~ the ~~outcome~~CPC ofCentral ~~administrative~~Committee and ~~court proceedings and~~ the ~~level~~General Office of ~~legal~~the ~~protection~~State weCouncil ~~enjoy~~of ~~than~~the ~~in more developed legal systems. For example~~PRC, ~~these uncertainties may impede our ability to enforce~~ the Company ~~contracts~~ceased weoffering ~~have~~tutoring ~~entered~~services ~~into. In addition, such uncertainties, including the inability~~ to ~~enforce~~students ~~our contracts, could materially and adversely affect our business and operation. In addition, intellectual property rights and confidentiality protections~~ in ~~Hong~~mainland ~~Kong~~China ~~may not be as effective as~~ in ~~the United States or other countries~~April 2022. ~~Accordingly,~~We wedelivered ~~cannot~~all ~~predict~~ the ~~effect~~services ~~of future developments~~ in ~~the~~active contract ~~Hong~~before ~~Kong legal system, including~~ the ~~promulgation~~cessation. ofOur ~~new~~failure ~~laws, changes~~ to ~~existing~~now ~~laws~~further orincrease ~~the~~our ~~interpretation~~student orenrollment ~~enforcement~~could ~~thereof,~~negatively oraffect ~~the~~our ~~preemption~~ results of ~~local regulations by national laws. These uncertainties could limit the legal protections available to us~~operations, ~~including~~cash ~~our~~flow ~~ability~~and tofinancial ~~enforce our agreements with our customers~~condition.

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

13We will depend upon the efforts, experience, diligence, skill, and network of business contacts of our senior management team; therefore, our success will depend on their continued service. The departure of any of our executive officers or key personnel could have a material adverse effect on our business. If any of our key personnel were to cease their employment, our operating results could suffer. Further, we do not intend to maintain key person life insurance that would provide us with proceeds in the event of death or disability of any of our key personnel.

~~Foreign~~We believe ~~Exchange Risk. While~~ our ~~reporting~~future ~~currency~~success isdepends ~~the~~upon ~~US Dollar,~~ our ~~revenues,~~senior ~~costs~~management ~~and~~team’s ~~expenses~~ability ~~are~~to ~~denominated~~hire inand ~~HKD.~~retain ~~All~~highly ofskilled ~~our~~managerial, operational, ~~assets~~and ~~are~~marketing ~~denominated in HKD~~personnel. AsCompetition afor ~~result,~~such wepersonnel ~~are~~is ~~exposed~~intense, toand ~~foreign~~we ~~exchange~~cannot ~~risk~~assure asyou ~~our~~that ~~revenues~~we ~~and~~will ~~results of operations may~~ be ~~affected by fluctuations~~ successful in ~~the~~attracting ~~exchange~~and ~~rate~~retaining ~~between~~such USskilled ~~Dollars and HKD~~personnel. If ~~the~~we ~~HKD~~lose ~~depreciates~~or ~~against~~are ~~the~~unable USto ~~Dollar,~~obtain the ~~value~~services of ~~our~~key ~~HKD revenues~~personnel, ~~earnings~~our ~~and~~ability to ~~assets~~implement ~~as expressed in~~ our USinvestment ~~Dollar~~strategies ~~financial~~could ~~statements~~be ~~will~~delayed ~~decline.~~or ~~To date~~hindered, we ~~have~~and ~~not~~the ~~entered~~value ~~into~~of ~~any~~your ~~foreign~~investment ~~exchange~~may ~~forward contracts or similar instruments to attempt to mitigate our exposure to change in foreign currency rates~~decline.

~~Future~~Furthermore, we ~~inflation in Hong Kong~~ may ~~inhibit~~retain ~~our~~independent ~~ability~~contractors to ~~conduct~~provide ~~business~~various ~~profitably.~~services Infor ~~recent years~~us, ~~the~~including ~~Hong~~administrative ~~Kong~~services, ~~economy~~transfer ~~has~~agent ~~experienced periods of rapid expansion~~ services and ~~high~~professional ~~rates of inflation~~services. ~~High~~Such ~~inflation~~contractors ~~may~~have inno ~~the~~fiduciary ~~future~~duty ~~cause the Hong Kong government~~ to ~~impose~~us ~~controls on credit~~ and~~/or~~ ~~prices,~~may ornot toperform ~~take~~as ~~other~~expected ~~action,~~or ~~which could inhibit economic activity in Hong Kong, and thereby harm the market for our services~~desired.

ItWe have ~~will~~a belimited ~~extremely~~operating ~~difficult~~history towith ~~acquire~~our ~~jurisdiction~~current ~~and~~business ~~enforce liabilities against our officers~~model, ~~directors~~which ~~and~~makes ~~assets based in Hong Kong. Substantially all of our assets will be located in Hong Kong and our officers and our present directors reside outside of the United States. As a result,~~ it ~~may~~difficult ~~not be possible for United States investors~~ to ~~enforce~~predict ~~their legal rights, to effect service of process upon~~ our ~~directors~~future orprospects ~~officers or to enforce judgments of United States courts predicated upon civil liabilities~~ and financial ~~criminal penalties of our directors and officers under Federal securities laws~~performance.

We ~~may~~ have ~~difficulty~~a ~~establishing~~short ~~adequate~~operating ~~management,~~history ~~legal~~with ~~and~~our ~~financial~~current ~~controls~~business inmodel. ~~Hong~~Our ~~Kong,~~business ~~which~~since ~~could~~inception ~~impair~~has ~~our~~generated ~~planning~~limited ~~processes~~gross billings and ~~make~~revenues, itand ~~difficult~~may tonot ~~provide~~produce ~~accurate~~significant ~~reports~~gross ofbillings ~~our~~and ~~operating~~revenues ~~results.~~in ~~Although~~the wenear ~~will~~term, beor ~~required~~at ~~to implement internal controls~~all, wewhich may ~~have~~harm ~~difficulty~~our inability to ~~hiring~~obtain ~~and~~additional ~~retaining~~financing aand ~~sufficient~~may ~~number~~require ofus ~~qualified employees~~ to ~~work~~reduce inor ~~Hong~~discontinue ~~Kong~~our ~~in these areas~~operations. AsIf awe ~~result~~do ofgenerate ~~these~~significant ~~factors,~~gross billings weand ~~may~~revenues ~~experience difficulty~~ in ~~establishing~~ the ~~required controls~~future, ~~making~~we expect it ~~difficult~~will ~~for~~be ~~management~~largely tofrom ~~forecast~~the ~~its~~sale ~~needs~~of ~~and~~our toEnglish ~~present~~course ~~the~~packages ~~results~~on of our ~~operations~~online ~~accurately~~and mobile ateducation ~~all times~~platforms. IfYou wemust ~~are~~consider ~~unable~~our tobusiness ~~establish~~and prospects in light of the ~~required~~risks ~~controls,~~and ~~market~~difficulties ~~makers~~we may beencounter as ~~reluctant~~an toearly-stage ~~make~~operating acompany ~~market~~ in ~~our~~a ~~stock~~new and ~~investors~~rapidly ~~may~~evolving beindustry. ~~reluctant~~We tomay ~~purchase~~not ~~our~~be ~~stock,~~able ~~which~~to ~~would~~successfully ~~make~~address itthese ~~difficult~~risks and ~~for~~difficulties, ~~you~~which tocould ~~sell~~significantly ~~any~~harm ~~shares~~our ofbusiness, ~~common~~operating ~~stock~~results, ~~that~~and ~~you~~financial ~~may own or acquire~~condition.

~~Because~~Our senior ~~our~~management ~~funds~~team ~~are~~will ~~held~~manage ~~in banks which do not provide insurance, the failure of any bank in which we deposit~~ our ~~funds~~business ~~could~~subject ~~affect our ability~~ to ~~continue~~very inbroad ~~business.~~management ~~Banks~~guidelines and ~~other~~generally ~~financial~~will ~~institutions in Hong Kong do~~ not ~~provide~~seek ~~insurance~~board approval for ~~funds~~each ~~held~~management ~~on deposit~~decision. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our employees and other creditors, we may be unable to continue in business.

~~Risks~~Our senior ~~Relating~~management toteam ~~Our~~has ~~Common~~discretion ~~Stock~~over the use of proceeds from this offering, and ~~Our~~you ~~Status~~will ashave no opportunity to evaluate the terms of transactions or other economic or financial data concerning our operations that are not described in this offering circular or other periodic filings with the SEC. Furthermore, currently a ~~Public~~substantial portion of the net proceeds of this offering is not specifically committed to any specific projects or business. We will rely on the senior management team’s ability to execute the business plan, subject to the oversight and approval of our board of directors. Accordingly, you should not purchase Common Stock of the Company unless you are willing to entrust all aspects of our day-to-day management to our senior management team.

WeOur board ~~will incur significant costs as a result~~ of ~~operating~~directors as a public company, and our management will be required to devote substantial time to new compliance requirements, including establishing and maintaining internal controls over financial reporting, and we may bechange exposed to potential risks if we are unable to comply with these requirements. As a public company we will incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, these rules and regulations will increase our ~~legal~~operation ~~and~~objectives ~~financial compliance costs~~ and ~~will~~strategies ~~make~~without ~~some~~shareholders’ ~~activities more time-consuming and costly~~consent.

~~The~~Our board ~~Sarbanes-Oxley~~of ~~Act~~directors ~~requires,~~determines ~~among~~our ~~other~~major ~~things~~policies, ~~that~~including weregarding ~~maintain~~financing, ~~effective~~growth, ~~internal~~debt ~~controls~~capitalization, ~~for~~distributions, ~~financial reporting~~ and other ~~disclosure~~material ~~controls and procedures~~events. InOur ~~particular,~~board weof ~~must~~directors ~~perform~~may ~~system~~amend ~~and~~or ~~process~~revise ~~evaluations~~these and ~~testing~~other ofpolicies ~~our~~without ~~internal~~a ~~controls~~vote ~~over financial reporting to allow management to report on the effectiveness~~ of ~~our internal controls over financial reporting, as required by Section 404 of~~ the ~~Sarbanes-Oxley Act~~shareholders. Under Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. In the event we identify significant deficiencies or material weaknesses in our ~~internal~~Articles ~~controls that we cannot remediate in a timely manner, the market price~~ of ~~our~~Incorporation ~~stock could decline if investors~~ and ~~others~~Bylaws, ~~lose confidence in the reliability of~~ our ~~financial~~shareholders ~~statements~~generally ~~and~~have wea ~~could~~right ~~be subject~~ to ~~sanctions~~vote oronly ~~investigations~~on by the ~~SEC~~following ~~or other applicable regulatory authorities.~~matters:

Currently, none of our employees, including our Chief Financial Officer, who is responsible for preparing and supervising the preparation of our financial statements, have any formal training in U.S. GAAP and SEC rules and regulations. In that regard, we rely exclusively on our independent accountants and our outside counsel for advice with respect to U.S. GAAP and SEC rules and regulations. Therefore, there is a risk that our current of future financial statements may not be properly prepared in accordance with U.S. GAAP or that our current or future disclosures are not in compliance with SEC rules and regulations.11

14● change the name or other designation or the par value of the Common Stock;

In● ~~addition,~~increase ~~because~~or ofdecrease ~~recent~~the ~~failures~~aggregate number of ~~Chinese~~Common ~~businesses~~Stock ~~and~~that ~~losses sustained by public investors,~~ we ~~are~~have ~~likely to encounter a heightened level of scrutiny from regulators, including~~ the ~~Securities~~authority ~~and~~to ~~Exchange Commission, diverting our management’s attention and increasing our costs.~~issue;

~~Our~~● ~~management~~increase isor ~~not~~decrease ~~familiar with~~ the ~~United~~aggregate ~~States~~number ~~securities~~of ~~laws.~~Common ~~Our~~Stock ~~management~~that iswe ~~generally~~have ~~unfamiliar with~~ the ~~requirements~~authority ofto ~~the~~issue; ~~United States securities laws, which could adversely impact~~ our ~~ability~~being toa ~~comply~~party ~~with legal, regulatory, and reporting requirements of those laws. Our management may not be able~~ to ~~implement~~a ~~programs and policies in an effective and timely manner to adequately respond to such legal~~merger, ~~regulatory and reporting requirements~~consolidation, ~~including~~sale ~~the~~or ~~establishment~~other ~~and~~disposition ~~maintenance~~ of ~~internal~~all ~~control over financial reporting. Any such deficiencies, weaknesses~~ or ~~lack~~substantially ofall ~~compliance could have a materially adverse effect on our ability to comply with the reporting requirements~~ of the Exchange Act, which are necessary to maintain public company status, and could result in investigations by the Securities and Exchange Commission, and other regulatory authorities that could be costly, divert management’s attention and disrupt our ~~business,~~assets Ifor westatutory ~~were~~merger toor ~~fail to fulfill those obligations, our ability to operate as a public company would be in jeopardy, in which event you could lose your entire investment in our company~~acquisition.

~~There~~● isAll a limited public trading market for our common stock, which may have an unfavorable impact on our stock price and liquidity. There has been a limited trading market for our common stock in the past and there can be no assurance that a trading market in our shares of common stock will further develop and be sustained. There were no reported trades in our common stock during the fiscal years ended August 31, 2012 and 2013. The first reported trade in fiscal 2014 occurred on November 15, 2013. The trading market for securities of companies quoted on the OTCQB or other ~~quotation~~matters ~~systems~~are issubject ~~substantially~~to ~~less liquid than~~ the ~~average~~discretion ~~trading market for companies listed on a national securities exchange. The quotation~~ of our ~~shares~~board ~~on the OTCQB or other quotation system may result in a less liquid market available for existing and potential shareholders to trade shares~~ of ~~our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future~~directors.

~~Since~~The fact our Certificate of Incorporation authorizes the issuance of two million shares of “blank-check” preferred stock, our Board of Directors will have authority, without stockholder approval, to issue preferred stock with terms that ~~may~~we not be beneficial to common stock holders and with the ability to adversely affect stockholder voting power and perpetuate the board's control over our company. Our Certificate of Incorporation authorizes our board of directors to issue up to 2,000,000 shares of preferred stock, of which none have ~~been~~generated ~~issued~~operating tolosses ~~date. The preferred stock may be issued~~ in ~~one or more series,~~ the ~~terms~~past ofraises ~~which~~doubt ~~may~~about be determined at the time of issuance by the board of directors without further action by stockholders. These terms may include preferences as to dividends and liquidation, voting rights, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our ~~common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our~~ ability to ~~merge~~continue ~~with,~~as ~~or sell assets to,~~ a ~~third~~going ~~party~~concern. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

WeThe Company may, ingenerate ~~the~~operating ~~future,~~losses ~~issue~~before ~~additional~~the ~~shares~~expansion of our ~~common~~courses ~~stock,~~and ~~which~~students. ~~would~~We ~~reduce~~may ~~investors'~~have ~~percent~~to ofcover ~~ownership~~any ~~and~~shortfall ~~may~~in operating ~~dilute~~capital ~~our~~from ~~share~~sales ~~value. Our Certificate~~ of ~~Incorporation~~equity ~~was~~and ~~recently~~debt ~~amended~~securities, tobut ~~increase~~there ~~the~~can ~~number~~be ofno ~~shares~~assurance ofthat ~~common stock which~~ we ~~are~~will ~~authorized~~continue to ~~issue~~be ~~from~~able ~~50,000,000~~ to do ~~200,000,000~~so. ~~shares~~The ofunpredictable ~~common~~economy ~~stock,~~in ofthe ~~which~~United ~~36,704,789~~States ~~shares~~and ~~are~~Canada ~~issued~~ and ~~outstanding~~the asvolatile ofpublic ~~February~~or ~~10,~~private ~~2015.~~equity ~~The~~markets ~~future issuance of common stock~~ may ~~result~~make init more ~~substantial~~difficult ~~dilution~~for inus ~~the~~to ~~percentage~~raise ofcapital ~~our~~as ~~common~~and ~~stock~~when ~~held~~we byneed ~~our~~it, ~~then~~and ~~existing~~it ~~stockholders.~~is Wedifficult ~~may~~for ~~value~~us ~~any~~to ~~common~~assess ~~stock~~the ~~issued~~impact inthis ~~the~~might ~~future~~ have on anour ~~arbitrary~~operations ~~basis. The issuance of common stock for future services~~ or ~~acquisitions~~liquidity. orIf ~~other~~we ~~corporate~~cannot ~~actions~~raise ~~may have~~ the ~~effect~~funds ofthat ~~diluting~~we ~~the~~require ~~value~~to ofcontinue ~~the shares held by~~ our ~~investors~~business operations, ~~and~~there ~~might~~is ~~have~~a ansubstantial risk ~~adverse~~that ~~effect on any trading market for~~ our ~~common~~business ~~stock~~will fail.

~~The price of our common stock~~ We may be ~~adversely~~unable ~~impacted by developments applicable~~ to ~~other~~attract ~~Chinese companies. There has been substantial press regarding certain Chinese companies that have apparently engaged in frauds~~ and ~~deceptive~~retain ~~practices~~qualified, ~~resulting~~experienced, inhighly ~~significant~~skilled ~~losses~~personnel, towhich investors. Such activities and the resulting negative press has had a negative impact on the prices of the stocks of Chinese companies generally. There is no guarantee that such that such activities will not continue causing investors to avoid buying our stock. Such activities could ~~have~~adversely aaffect ~~depressive impact on~~ the ~~price~~ implementation of our ~~common~~business ~~stock~~plan.

15Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including shareholders of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

~~Increased~~If we ~~scrutiny~~are ofnot ~~Chinese~~able ~~companies by short-sellers. The fraudulent activities of certain Chinese issuers have encouraged analysts~~ to ~~investigate~~continue ~~Chinese companies in an effort~~ to ~~discredit~~attract ~~the~~students ~~disclosures in their public filings or otherwise uncover deceptive practices. If such analysts elect~~ to ~~investigate~~purchase aour ~~company~~course ~~they~~packages ~~will often short the stock~~ and ~~release~~to ~~materials~~increase ~~disparaging~~ the ~~issuer~~spending ~~or questioning the accuracy~~ of ~~its~~our ~~public~~students ~~disclosures.~~on our ~~Given the current environment for Chinese stocks~~platform, ifour anbusiness ~~analyst~~and ~~were~~prospects towill ~~publish~~be amaterially ~~negative article about us, it could cause an immediate~~ and ~~substantial~~adversely ~~decline in the price of our stock, regardless of the accuracy of the claims in the article~~affected.

~~The~~Our ability ~~market~~to ~~price~~continue ofto attract students to purchase our ~~common~~course ~~stock~~packages ~~can~~and ~~become~~to ~~volatile~~increase their spending on our education platform, are ~~leading~~critical to the ~~possibility~~continued success and growth of ~~its~~our ~~value~~business. ~~being~~This ~~depressed~~in atturn will depend on several factors, including our ability to effectively market our platform to a ~~time~~broader ~~when~~base ~~you~~of ~~may~~prospective ~~want~~students, continue to ~~sell~~develop, ~~your~~adapt, ~~holdings.~~or ~~The~~enhance ~~market~~quality ~~price~~educational content and services to meet the evolving demands of our ~~common~~existing ~~stock~~or ~~can~~prospective ~~become~~students ~~volatile~~and expand our geographic reach. ~~Numerous~~We must ~~factors~~also manage our growth while maintaining consistent and high teaching quality, ~~many~~and ofrespond ~~which~~effectively to competitive pressures. If we are ~~beyond~~unable to continue to attract students to purchase our ~~control,~~course ~~may~~packages ~~cause~~and ~~the~~to ~~market~~increase ~~price~~the spending of our ~~common~~students on ~~stock~~our toplatform, ~~fluctuate~~our ~~significantly.~~gross ~~These~~billings ~~factors~~and ~~include:~~net revenues may decline, which may have a material adverse effect on our business, financial condition and results of operations.

·If we ~~our~~are ~~earnings~~unable ~~releases,~~to ~~actual~~conduct orsales ~~anticipated~~and ~~changes~~marketing inactivities ~~our earnings~~cost-effectively, ~~fluctuations in~~ our ~~operating~~ results ~~or our failure to meet the expectations~~ of ~~financial~~operations ~~market analysts~~ and ~~investors; · changes in~~ financial ~~estimates~~condition bymay be usmaterially orand byadversely ~~any securities analysts who might cover our stock;~~affected.

·We have ~~speculation~~incurred ~~about~~significant ~~our~~sales ~~business~~and inmarketing ~~the~~expenses. ~~press~~Our orsales ~~the~~expenses ~~investment~~include ~~community;~~telemarketing ·sales ~~significant~~and ~~developments~~free ~~relating~~trial tolesson related expenses, and our ~~relationships~~marketing ~~with~~expenses ~~our~~include ~~customers;~~online and offline marketing and seminar expenses.

·Our sales ~~stock~~activities ~~market~~may ~~price~~not be well received by students and ~~volume~~may ~~fluctuations~~not result in the levels of ~~other~~sales ~~publicly~~that ~~traded~~we ~~companies~~anticipate, and our trial lessons may not be attractive to our prospective students. Furthermore, inwe ~~particular~~may not be able to achieve the operational efficiency necessary to increase the gross billings per sales and marketing staff. We also may not be able to retain or recruit experienced sales staff, ~~those~~or ~~that~~to ~~are~~efficiently train junior sales staff. Further, marketing and branding approaches and tools in the online education market are evolving, especially for mobile platforms. This further requires us to enhance our marketing and branding approaches and experiment with new methods to keep pace with industry; ·developments ~~customer~~and ~~demand~~student ~~for~~preferences. Failure to refine our ~~services;~~existing marketing and branding approaches or to introduce new marketing and branding approaches in a cost-effective manner may reduce our market share, cause our revenues to decline and negatively impact our profitability.

~~· investor perceptions of our industry in general and our Company in particular; · the operating and stock performance of comparable companies;~~12

·If we ~~general~~are ~~economic~~not ~~conditions~~able to continue to engage, train and ~~trends;~~retain ·qualified ~~announcements~~teachers, bywe usmay ornot ~~our~~be ~~competitors~~able ofto ~~new~~maintain ~~services~~consistent teaching quality on our platform, ~~significant~~and ~~acquisitions~~our business, ~~strategic~~financial ~~partnerships~~conditions orand ~~divestitures;~~operating results may be materially and adversely affected.

·Our teachers are critical to the learning experience of our students and our reputation. We seek to engage highly qualified teachers with strong English and teaching skills. We must provide competitive pay and other benefits, such as nice company culture and clear career path to attract and retain them. We must also provide ongoing training to our teachers to ensure that they stay abreast of changes in ~~accounting~~course ~~standards~~materials, ~~policies~~student demands and other changes and trends necessary to teach effectively. Furthermore, ~~guidance~~as we continue to develop new course contents and lesson formats, ~~interpretation~~we may need to engage additional teachers with appropriate skill sets or ~~principles;~~backgrounds ·to ~~loss~~deliver instructions effectively. We cannot guarantee that we will be able to effectively engage and train such teachers quickly, or at all. Further, given other potential more attractive opportunities for our quality teachers, over time some of ~~external~~them ~~funding~~may ~~sources;~~choose to leave our platform. We have not experienced major difficulties in engaging, training or retaining qualified teachers in the past, however, we may not always be able to engage, train and retain enough qualified teachers to keep pace with our growth while maintaining consistent education quality. We may also face significant competition in engaging qualified teachers from our competitors or from other opportunities that are perceived as more desirable. A shortage of qualified teachers, a decrease in the quality of our teachers’ performance, whether actual or perceived, or a significant increase in the cost to engage or retain qualified teachers would have a material adverse effect on our business and financial conditions and results of operations.

·The Chinese ~~sales~~government ofcould ~~our~~attempt ~~common~~to ~~stock,~~farther ~~including~~extend ~~sales~~its byreach ~~our~~to ~~directors,~~include ~~officers~~our ~~or significant stockholders; and · additions or departures of key personnel~~Company.

~~Securities~~If the ~~class~~Chinese ~~action~~government ~~litigation~~attempts isto ~~often~~further ~~instituted~~extend ~~against~~its ~~companies~~reach ~~following~~of ~~periods~~authority. ofIf ~~volatility~~it indoes ~~their~~so ~~stock~~to ~~price.~~the ~~Should~~degree ~~this~~that ~~type~~it covers the Company because of ~~litigation~~our bepast ~~instituted~~operations ~~against~~in usChina, it could ~~result~~materially inharm ~~substantial~~the ~~costs~~value toof usour ~~and~~common ~~divert~~stock or could significantly limit or completely hinder our ~~management’s~~ability ~~attention~~to offer or continue to offer securities to investors and ~~resources~~cause the value of such securities to significantly decline or be worthless.

~~Moreover,~~If we ~~securities~~fail ~~markets~~to ~~may~~successfully ~~from~~execute ~~time~~our togrowth ~~time~~strategies, ~~experience~~our ~~significant~~business ~~price~~ and ~~volume~~prospects ~~fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations~~ may ~~adversely~~be ~~affect~~materially ~~the price of our common stock~~ and ~~other~~adversely ~~interests in our Company at a time when you want to sell your interest in us~~affected.

16Our growth strategies include grow our student base and increase student enrollments, increasing our market penetration amongst K-12 students, expanding our course offerings, enhancing our teaching methods, improving the learning experience of our students, and advancing our technology. We may not succeed in executing these growth strategies due to a number of factors, including the following:

~~Recently~~● ~~adopted~~we ~~SEC~~may ~~rules~~not ~~prohibit~~be aable reverse acquisition company from listing on a national securities exchange until the company has been in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange for at least one complete fiscal year. Recently adopted SEC rules seek to ~~improve~~replicate the ~~reliability~~success ~~of the reported financial results of reverse acquisition companies by requiring a pre-listing “seasoning period” during which the post-reverse acquisition public company must produce financial~~ and ~~other~~growth ~~information in connection with its required SEC filings. The company also must maintain a requisite minimum share price for at least 30~~ of ~~the~~our ~~most~~business ~~recent~~model 60from ~~trading~~existing ~~days~~cities ~~prior~~ to ~~the~~other date of the initial listing application and the date of listing on any national securities exchange. By virtue of such rules it is unlikely that we will be eligible to list on a national securities exchange for at least one year following the Acquisition of Almonds Kisses BVI, and only if our stock trades above the requisite minimum price in accordance with the listing requirements of the applicable national securities exchange.cities

~~Item~~● ~~1B.~~we ~~Unresolved~~may ~~Staff~~fail ~~Comments.~~to further promote our platforms;

We● ~~are~~we amay ~~smaller~~not ~~reporting~~be ~~company~~successful asin ~~defined~~effectively bydelivering ~~Rule 12b-2 of the Securities Exchange Act of 1934~~ and ~~are~~promoting ~~not~~our ~~required~~small toclass ~~provide the information under this item.~~lessons

~~Item~~● 2.we ~~Properties.~~may fail to effectively promote our solutions to business customers

As● ofwe ~~January~~may ~~26,~~not ~~2015,~~be ~~the~~able ~~Company relocated in principal executive offices~~ to ~~11/F.~~engage, ~~Rykadan~~train ~~Capital~~and ~~Tower,~~retain ~~135-137 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, SAR under an operating lease which will expire in September 2017, with~~ a ~~fixed~~sufficient ~~monthly~~number ~~rent expense~~ of ~~approximately~~qualified ~~$34,280~~teachers USD per month. The Company previously maintained its principal executive offices at Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR under an operating lease which had been extended to June 2015, with a fixed monthly rent expense of approximately $10,576 USD per month. We also maintain a branch office in Shenzhen, PRC located at 19A, Building 1, China Phoenix Building, Futian District, Shenzhen, PRC, and aother ~~branch~~key office in Bangkok, Thailand located at Level 8 Zuellig House Building, No. 1-7, Silom Road, Silom Sub-District, Bangrak District, Bangkok 10500 Thailand. Management believes that the facilities are adequate for the Company’s current needs and for the foreseeable future.personnel;

In● ~~addition,~~we ~~Motion~~may ~~Tech~~not ~~Development~~be ~~Limited,~~able ato ~~property~~continue ~~holding~~to ~~company~~improve ~~which~~our ~~has~~personalized ~~been~~learning aexperience ~~100% owned subsidiary~~ of ~~the~~our ~~Company~~students ~~since~~and ~~August~~to ~~2013,~~enhance isour ~~the~~existing ~~owner~~courses ofor adevelop ~~residential~~new ~~property~~courses, ~~located~~especially ~~Tai~~for Poyoung ~~which~~students, isthat anmeet ~~area in~~ the ~~New~~changing ~~Territories~~demands ~~of Hong Kong. The property is used as collateral~~ for aEnglish ~~banking facility.~~learners;

~~Item~~● 3.we ~~Legal~~may ~~Proceedings.~~fail to maintain the technology necessary to deliver a smooth learning experience to our students; and

~~From~~● ~~time to time,~~ we may ~~become~~not ~~involved~~be inable ~~various~~to ~~lawsuits~~identify ~~and~~suitable ~~legal~~targets ~~proceedings~~for ~~which~~acquisitions ~~arise in the ordinary course of business. However, litigation is subject to inherent uncertainties~~ and ~~an adverse result in these or other matters may arise from time to time that may harm our business~~partnership. ~~We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.~~

~~Item~~If we 4.fail ~~Mine~~to ~~Safety~~successfully ~~Disclosures~~execute our growth strategies, we may not be able to maintain our growth rate and our business and prospects may be materially and adversely affected as a result.

~~Not applicable.~~13

17If we fail to develop and introduce new courses that meet our existing and prospective students’ expectations, or adopt new technologies important to our business, our competitive position and ability to generate revenues may be materially and adversely affected.

~~PART~~Historically, our IIcore business centered on one-on-one English courses. We have since expanded our course offerings to small class lessons, and test preparation targeting a wide range of student demographics. We intend to continue developing new courses. The timing of the introduction of new courses is subject to risks and uncertainties. Unexpected technical, operational, or other problems could delay or prevent the introduction of one or more new courses. Moreover, we cannot assure you that any of these courses or programs will match the quality or popularity of those developed by our competitors, achieve widespread market acceptance or contribute the desired level of income.

~~Item~~Technology standards 5in internet and value-added telecommunications services and products in general, and in online education in particular, may change over time. ~~Market~~If ~~for~~we ~~Registrant’s~~fail ~~Common~~to ~~Equity~~anticipate and adapt to technological changes, ~~Related~~our ~~Stockholder~~market ~~Matters~~share and ~~Issuer~~our ~~Purchases~~business development could suffer, which in turn could have a material and adverse effect on our financial condition and results of ~~Equity~~operations. ~~Securities~~If we are unsuccessful in addressing any of the risks related to new courses, our reputation and business may be materially and adversely affected.

~~Market~~We use ~~Information~~the streaming technology and infrastructure of a third-party to deliver all the lessons to our students and to conduct teacher training. Any interruption to or discontinuation of our cooperative relationship with this company may severely and negatively impact our ability to deliver our course content to students.

~~Our~~We use ~~common stock is traded in~~ the ~~over-the-counter~~technology ~~market and since July 19, 2013 has been quoted on the OTCQB, officially part~~ of ~~the~~EEO ~~OTC~~EDUCATION ~~Market~~TECHNOLOGY ~~Group’s~~CO. ~~OTC Link quotation system, under the symbol “ADGS”~~LTD. ~~Prior thereto~~(EEO), ~~our~~to ~~common~~deliver ~~stock~~audio ~~was~~and ~~quoted~~video ~~under the symbol “LIPN”. For the periods indicated~~data, ~~the following table sets forth the high~~ and ~~low~~their ~~sales~~technology ~~prices~~is ~~per~~important to ~~share~~our ofongoing ~~common~~ability ~~stock.~~to ~~There~~operate ~~were no reported trades in~~ our ~~common~~online ~~stock~~and ~~during~~mobile ~~the~~education ~~fiscal year ended August 31, 2013~~platforms. ~~The~~Loss ~~first reported trade in fiscal 2014 occurred on November 15, 2013. The prices set forth in the table below may not be an accurate indicator~~ of ~~the~~their ~~value~~services ofcould ~~the~~keep ~~Company’s~~us ~~shares.~~from ~~These prices represent inter-dealer quotations and do not reflect retail markup, markdown or commissions and may not necessarily represent actual transactions~~operating.

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

Some students may decide not to continue taking our courses for a number of reasons, including a perceived lack of improvement in their English proficiency or general dissatisfaction with our programs, which may adversely affect our business, financial condition, results of operations and reputation.

	High		Low
Year ending August 31, 2014
Sept. 1, 2013 to Nov. 30, 2013	$	0.60	$	0.30
Dec. 1, 2013 to Feb. 28, 2014	$	1.80	$	0.60
March 1, 2014 to May 31, 2014	$	1.85	$	0.10
June 1, 2014 to Aug. 31, 2014	$	3.99	$	1.00

The success of our business depends in large part on our ability to retain our students by delivering a satisfactory learning experience and improving their English proficiency. If students feel that we are not providing them the experience they are seeking, they may choose not to renew their existing packages. For example, our education programs may fail to significantly improve a student’s English proficiency. There are no standard assessments or tests to measure the effectiveness of our lessons or teaching methods, and our ability to improve the English proficiency of our students is largely dependent upon the interests, efforts and time commitment of each student. For K-12 students, parent satisfaction with our programs is also a key factor. Their satisfaction may decline for a number of reasons, many of which may not reflect the effectiveness of our lessons and teaching methods. A student’s learning experience may also suffer if his or her relationship with our teachers and teaching assistants does not meet expectations. We have observed an increase in forfeiture rate historically, which may negatively impact the perceived effectiveness of our curriculum and the level of student engagement on our platform. If a significant number of students fail to significantly improve their English proficiency after taking our lessons or if their learning experiences with us are unsatisfactory, they may not purchase additional lessons from us or refer other students to us and our business, financial condition, results of operations and reputation would be adversely affected.

18We may encounter disputes from time to time relating to our use of intellectual property of third parties.

~~Holders~~We cannot be certain that third parties will not claim that our business infringes upon or otherwise violates patents, copyrights or other intellectual property rights that they hold. We cannot assure you that third parties will not claim that our courses and marketing materials, online courses, products, and platform or other intellectual property developed or used by us infringe upon valid copyrights or other intellectual property rights that they hold. We may be subject to claims by educational institutions and organizations, content providers and publishers, competitors and others on the grounds of intellectual property rights infringement, defamation, negligence or other legal theories based on the content of the materials that we or our teachers distribute or use in our business operation. These types of claims have been brought, sometimes successfully, against print publications and educational institutions in the past. We may encounter disputes from time to time over rights and obligations concerning intellectual property, and we may not prevail in those disputes.

~~As of February 10, 2015, there were approximately 87 record holders of our common stock.~~14

~~Penny~~Any claims ~~Stock~~against ~~Regulations~~us, with or without merit, could be time consuming and costly to defend or litigate, divert our management’s attention and resources, or result in the loss of goodwill associated with our brand. If a lawsuit against us is successful, we may be required to pay substantial damages and/or enter into royalty or license agreements that may not be based upon commercially reasonable terms, or we may be unable to enter into such agreements at all. We may also lose, or be limited in, the rights to offer some of our programs, parts of our platform and products or be required to make changes to our course materials or websites. As a result, the scope of our course materials could be reduced, which could adversely affect the effectiveness of our curriculum, limit our ability to attract new students, harm our reputation and have a material adverse effect on our results of operations and financial position.

~~The SEC has adopted regulations which generally define so-called “penny stocks”~~ Failure to beprotect anconfidential ~~equity~~information ~~security that has a market price less than $5.00 per share or an exercise price~~ of ~~less~~our ~~than~~teachers ~~$5.00 per share, subject to certain exemptions. Our common stock is a “penny stock”~~ and isstudents ~~subject~~against tosecurity ~~Rule~~breaches ~~15g-9~~could ~~under~~damage ~~the~~our ~~Exchange~~reputation ~~Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers~~ and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser brand and ~~have~~substantially ~~received~~harm ~~the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell~~ our ~~securities~~business and ~~may~~results ~~affect the ability~~ of ~~purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital~~operations.

~~For~~A significant ~~any~~challenge ~~transaction~~to ~~involving~~the aonline ~~penny~~education ~~stock,~~industry ~~unless~~is ~~exempt,~~ the ~~rules~~secure ~~require~~storage ~~delivery,~~of ~~prior~~confidential toinformation ~~any~~and ~~transaction~~its insecure ~~penny~~transmission over ~~stock,~~public ofnetworks. aOther ~~disclosure~~than ~~schedule~~purchases ~~required~~made by ~~the~~our ~~SEC~~corporate ~~relating~~partners, toall ~~the~~purchases ~~penny~~of ~~stock~~our ~~market.~~course ~~Disclosure~~packages isare ~~also~~made ~~required~~through our towebsite beand ~~made~~our ~~about~~mobile ~~sales~~apps. ~~commissions~~In ~~payable~~addition, toonline ~~both~~payments ~~the~~for ~~broker-dealer~~our ~~and~~course ~~the~~packages ~~registered~~are ~~representative~~settled ~~and~~through ~~current~~third-party ~~quotations~~online ~~for the securities~~payment services. ~~Finally,~~Maintaining ~~monthly~~complete ~~statements~~security ~~are~~for ~~required~~the tostorage beand ~~sent~~transmission ~~disclosing~~of ~~recent~~confidential ~~price~~ information ~~for~~on ~~the~~our ~~penny~~technology ~~stock~~platform, such ~~held~~as instudent ~~the~~names, ~~account~~personal information and ~~information~~billing onaddresses, ~~the~~is ~~limited~~essential ~~market~~to inmaintaining ~~penny~~student ~~stock~~confidence.

~~There~~We have ~~can~~adopted besecurity nopolicies ~~assurance~~and ~~that~~measures to protect our ~~common~~proprietary ~~stock~~data ~~will~~and ~~qualify~~student ~~for~~information. ~~exemption~~However, ~~from~~advances in technology, the ~~Penny~~expertise ~~Stock~~of ~~Rule~~hackers, new discoveries in the field of cryptography or other events or developments could result in a compromise or breach of the technology that we use to protect confidential information. InWe ~~any~~may ~~event~~not be able to prevent third parties, ~~even~~especially hackers ifor ~~our~~other ~~common~~individuals ~~stock~~or ~~were~~entities ~~exempt~~engaging in similar activities, from ~~the~~illegally ~~Penny~~obtaining ~~Stock~~such ~~Rule,~~confidential or private information we ~~would~~hold ~~remain~~as ~~subject~~a result of our students’ visits to ~~Section~~our ~~15(b)(6)~~website and use of ~~the~~our ~~Exchange~~mobile ~~Act,~~apps. ~~which~~Such ~~gives~~individuals ~~the~~or ~~SEC~~entities obtaining ~~the~~our ~~authority~~students’ toconfidential ~~restrict~~or ~~any~~private ~~person~~information ~~from~~may ~~participating~~further engage in avarious ~~distribution~~other ofillegal ~~penny~~activities ~~stock~~using such information. Any negative publicity on our website’s or mobile apps’ safety or privacy protection mechanisms and policies, ifand ~~the~~any ~~SEC~~claims ~~finds~~asserted ~~that~~against ~~such~~us or fines imposed upon us as a ~~restriction~~result ~~would~~of beactual inor ~~the~~perceived failures, could have a material and adverse effect on our public ~~interest~~image, reputation, financial condition and results of operations.

~~Rule~~Practices regarding ~~144~~the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile platforms have recently come under increased public scrutiny. Increased regulation by the PRC government of data privacy on the internet is likely and we may become subject to new laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information that could affect how we store and process the data of our teachers and students. We generally comply with industry standards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our students. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.

~~Prior~~Significant capital and other resources may be required to ~~completion~~protect ofagainst ~~the~~information ~~Transaction,~~security webreaches ~~were~~or ~~considered~~to aalleviate ~~shell~~problems ~~company~~caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. AsThe aresources ~~result,~~required wemay increase over time as the methods used by hackers and others engaged in online criminal activities are ~~subject~~increasingly sophisticated and constantly evolving. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the ~~provisions~~unauthorized release or transfer of ~~Rule~~personally identifiable ~~144(i)~~information ~~which~~or ~~limit~~other ~~reliance~~student ondata, ~~Rule~~could ~~144~~cause byour ~~shareholders~~students ~~owning~~to ~~stock~~lose trust in aus ~~shell~~and ~~company~~could expose us to legal claims. Any ~~Under~~perception ~~current~~by ~~interpretations,~~the ~~unregistered~~public ~~shares~~that ~~issued~~online ~~after~~transactions weor ~~first~~the ~~became~~privacy aof ~~shell~~user ~~company~~information ~~cannot~~are bebecoming ~~resold~~increasingly ~~under~~unsafe ~~Rule~~or ~~144~~vulnerable to ~~until~~attacks could inhibit the ~~following~~growth ~~conditions~~of ~~were~~online ~~met:~~education services generally, which may negatively impact our business prospects.

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

Our employees may engage in misconduct or other improper activities or misuse our platform, which could harm our reputation.

~~Dividends~~We are exposed to the risk of employee fraud or other misconduct. Employee misconduct could include intentionally failing to comply government regulations, engaging in unauthorized activities and misrepresentation to our potential students during marketing activities, which could harm our reputation. Employee misconduct could also involve improper use of our students’ and teachers’ sensitive or classified information, which could result in regulatory sanctions against us and serious harm to our reputation. Employee misconduct could also involve making payments to government officials or third parties that would expose us to being in violation of laws. It is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, which could harm our business, financial condition and results of operations.

We have never paid a dividend on our Common Stock and we currently intend to retain earnings for use in our business to finance operations and growth. Any future determination as to the distribution of cash dividends will depend upon our earnings and financial position at that time and such other factors as the Board of Directors may deem appropriate.15

~~Securities~~We are ~~Authorized~~subject ~~for~~to ~~Issuance~~certain ~~Under~~regional ~~Equity~~political ~~Compensation~~and ~~Plans~~economic risks that may have a material adverse effect on our results of operations.

OnWe engage ~~August~~teachers ~~28, 2014, our Board of Directors approved~~ and ~~adopted~~operate ~~the~~offices ~~ADGS~~mostly ~~Advisory,~~in ~~Inc.~~North ~~2014 Equity Incentive Plan (the “2014 Plan”)~~America, ~~subject~~with tosome ~~the approval by the stockholders~~ in the ~~extent required under Section 422 or 424 of the U~~Philippines.S. ~~Internal Revenue Code or any other applicable laws~~Accordingly, ~~and~~our ~~authorized us to issue up to 7~~business,~~500,000 shares~~ results of ~~our~~operations ~~Common~~and ~~Stock~~financial ~~under~~condition ~~the~~may ~~2014~~be ~~Plan~~materially ~~(subject~~and toadversely ~~adjustment~~affected toby ~~take~~significant ~~account of stock dividends~~political, ~~stock~~social ~~splits, recapitalizations~~ and ~~similar~~economic ~~corporate~~developments in ~~events).~~North ~~Holders~~America ofand ~~shares representing a majority of~~ the ~~voting~~Philippines ~~securities~~or ofchanges ~~the~~in ~~Company have given their written consent to~~ the ~~approval~~laws ofand ~~the 2014 Plan~~regulations. ~~The~~In ~~purpose of the 2014 Plan is to provide officers~~particular, ~~other employees and directors of, and consultants and advisors to, us and~~ our ~~subsidiaries~~operations ~~an incentive to (a) enter into~~ and ~~remain in~~ our ~~service~~operating orresults may ~~that~~be ofadversely ~~our~~affected subsidiaries, (b) enhance our long term performance and that of our subsidiaries, and (c) acquire a proprietary interest in us. Under the 2014 Plan, we will have the right to issue stock options, restricted stock, restricted stock units and other stock awards.by:

19● changes in policies of the government or changes in laws and regulations, or in the interpretation or enforcement of these laws and regulations;

~~The~~● ~~Compensation~~measures ~~Committee~~that or another committee of our 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,~~introduced ~~the number of shares, units or other rights subject~~ to ~~each~~control ~~award~~inflation, ~~the~~such ~~exercise,~~as ~~base~~interest orrate ~~purchase~~increases ~~price of an award (if any), the time~~ or ~~times~~bank ataccount ~~which~~withdrawal ancontrols; ~~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,~~changes noin ~~awards~~the ~~have~~tax ~~been~~laws ~~granted~~and ~~under the 2014 Plan~~regulations.

~~Information~~In addition, ~~regarding~~the ~~equity~~Philippines ~~compensations~~has ~~plans~~and ismay ~~set~~in ~~forth~~the future experience political instability, including strikes, demonstrations, protests, marches, or other types of civil disorder. These instabilities and any adverse changes in the ~~table~~political ~~below:~~environment in the Philippines could increase our costs, increase our exposure to legal and business risks, disrupt our office operations in the Philippines or affect our ability to engage teachers. We engage our teachers in the Philippines as independent contractors, whose rights are different from those of employees. Under Philippine labor laws, the level and extent of control exercised by the hiring entity would determine the employment status. Our labor costs will increase if we engage our teachers in the Philippines as full-time employees or if courts or relevant authorities in the Philippines determine that our teachers are deemed employees.

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 plans approved by security holders		-0-		-0-		7,500,000
Equity compensation plans not approved by security holders		-0-		-0-		-0-
Total		-0-		-0-		7,500,000

~~Recent~~Risks Related ~~Sales~~to ofOur ~~Unregistered~~Stockholders ~~Securities~~and Purchasing Shares of Common Stock

WeYour percentage ~~sold~~of ~~the~~ownership ~~following~~may ~~equity~~become ~~securities~~diluted ~~during~~if ~~the~~we ~~fiscal~~issue ~~years~~new ~~ended~~Common ~~August~~Stock ~~31,~~or ~~2013~~other ~~and~~securities, ~~2014~~including shares that ~~were~~are ~~not~~eligible for ~~registered under the Securities Act of 1933, as amended:~~exchange.

OnOur board ~~February~~of 7,directors ~~2013~~is authorized, ~~and~~without asyour aapproval, ~~condition~~ to ~~the~~cause ~~closing~~us ofto ~~the~~issue ~~Acquisition,~~additional weCommon ~~issued~~Stock ~~750,000~~to ~~shares~~raise ofcapital ~~common~~through the ~~stock~~issuance toof ~~Wang~~Common YuStock ~~Long,~~(including aequity ~~designee~~or ofdebt ~~Conqueror,~~securities ~~pursuant~~convertible tointo aCommon ~~subscription~~Stock), ~~agreement~~and ~~dated~~other ~~January 5~~rights, ~~2013~~on ~~between~~terms ~~Conqueror~~ and for ~~the~~consideration ~~Company~~as ~~whereby~~our ~~Conqueror~~board ~~agreed~~of todirectors ~~accept 750,000 shares~~ in ~~exchange~~its ~~for~~sole ~~funds~~discretion ~~advanced~~may ~~and~~determine. ~~other~~Any ~~loans~~such ~~made~~issuance bycould ~~Conqueror~~result toin dilution of the ~~Company~~equity ~~prior~~of toour ~~the~~shareholders. ~~date~~We ~~thereof~~also inhave ~~the~~1,207,885,627 ~~amount~~as of ~~$160~~August 31,~~038.~~ ~~The~~2022 ~~securities~~shares ~~were~~that ~~issued~~are instill ~~reliance~~exchangeable ~~upon the exemption~~ from Quality ~~registration~~Online ~~pursuant~~Education toGroup ~~Section~~Inc, ~~4(2)~~an ofOntario ~~the~~company, ~~Securities Act~~ and ~~Regulation~~our Ssubsidiary, ~~thereunder.~~which ~~Wang~~could Yucause ~~Long~~us isto ~~not~~issue a1,207,885,627 ~~“US~~new ~~Person” (as defined in Rule 902~~ shares of ~~Regulation~~QOEG S)common ~~and~~stock, ~~the~~which ~~certificate~~would ~~representing~~further ~~the~~dilute ~~shares~~our ~~issued~~current ~~has~~shareholders ~~been~~and ~~endorsed~~any ~~with~~investors ain ~~restrictive~~this ~~legend consistent with that exemption.~~Offering

OnWe have ~~April~~not ~~12,~~voluntarily ~~2013,~~implemented wevarious ~~issued~~corporate angovernance aggregate of 20,155,000 shares of our common stock to the eight former shareholders of Almonds Kisses BVI in connection with the Acquisition in exchange for all of the outstanding shares of capital stock of Almonds Kisses BVImeasures. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act and Regulation S thereunder. None of such former shareholders of Almonds Kisses BVI is a “US Person” (as defined in Rule 902 of Regulation S) and the certificates representing the shares issued to each of them was endorsed with restrictive legends consistent with that exemption.

~~During March 2014~~Federal legislation, including the ~~Company~~Sarbanes-Oxley ~~sold~~Act 1of 2002,~~400,000~~ ~~shares~~has resulted in the adoption of ~~common~~various ~~stock~~corporate governance measures designed to 12promote ~~investors~~the ~~for~~integrity of the ~~purchase~~corporate ~~price~~management and the securities markets. Some of $0these measures have been adopted in response to legal requirements.30 ~~per~~Others ~~share~~have orbeen ~~$420,000~~adopted by companies in response to the ~~aggregate.~~requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities ~~were~~are ~~issued~~listed. inAmong ~~reliance~~the ~~upon~~corporate governance measures that are required under the ~~exemption~~rules ~~from~~of ~~registration~~national ~~pursuant~~securities toexchanges ~~Section~~are ~~4(2)~~those that address board of directors’ independence, audit committee oversight and the ~~Securities~~adoption ~~Act~~of a Code of ~~1933~~Ethics. Our Board of Directors expects to adopt a Code of Ethics at its next Board meeting. The Company has not adopted exchange-mandated corporate governance measures and, assince ~~amended~~our securities are not listed on a national securities exchange, ~~and~~we ~~Regulation~~are Snot ~~thereunder~~required to do so. ~~All~~It ~~investors~~is ~~represented~~possible ~~and~~that ~~warranted~~if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that ~~they~~internal corporate decisions were being ~~non-U~~made by disinterested directors and that policies had been implemented to define responsible conduct.S. ~~persons~~For ~~within~~example, in the absence ~~meaning~~of audit, nominating and compensation committees comprised of ~~Regulation~~at Sleast a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

~~During~~We may ~~April~~be ~~2014,~~exposed ~~the Company sold 1,791,305 shares of common stock~~ to 10potential ~~investors~~risks ~~for~~relating ~~the purchase price of $0.30 per share or $537,391.50 in the aggregate. The securities were issued in reliance upon the exemption from registration pursuant~~ to ~~Section~~our ~~4(2)~~internal ofcontrol ~~the~~over ~~Securities~~financial ~~Act of 1933, as amended, and Regulation S thereunder~~reporting. ~~All investors represented and warranted that they were non-U.S. persons within the meaning of Regulation S.~~

20As directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the SEC has adopted rules requiring public companies to include a report of management on the Company’s internal control over financial reporting in its annual reports. While we expect to expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will not comply with all of the requirements imposed thereby. At present, there is no precedent available with which to measure compliance adequately. In the event we identify significant deficiencies or material weaknesses in our internal control over financial reporting that we cannot remediate in a timely manner, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could suffer.

~~During~~We have ~~June~~many ~~2014,~~authorized ~~the~~but ~~Company~~unissued ~~sold 21,500~~ shares of our common stock ~~to one investors for the purchase price of $0~~.30 per share or $6,450 in the aggregate. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation S thereunder. The investor represented and warranted that he was a non-U.S. person within the meaning of Regulation S.

~~During~~We have ~~August~~a ~~2014,~~large ~~the~~number ~~Company~~of ~~sold~~authorized ~~7,125,000~~but unissued shares of common stock, towhich 13our ~~investors~~management ~~for~~may ~~the~~issue ~~purchase~~without ~~price~~further stockholder approval, thereby causing dilution of $0your holdings of our common stock.35 ~~per~~Our ~~share~~management orwill $2continue to have broad discretion to issue shares of our common stock in a range of transactions,~~493~~ including capital-raising transactions,~~750~~ inmergers, ~~the~~acquisitions, and ~~aggregate.~~other ~~The~~transactions, ~~securities~~without ~~were~~obtaining ~~issued~~stockholder inapproval, ~~reliance~~unless ~~upon~~stockholder ~~the~~approval ~~exemption~~is ~~from~~required. ~~registration~~If ~~pursuant~~our management determines to ~~Section~~issue ~~4(2)~~shares of our common stock from the ~~Securities~~large ~~Act~~pool of ~~1933,~~authorized asbut ~~amended,~~unissued ~~and~~shares ~~Regulation~~for Sany ~~thereunder.~~purpose ~~All~~in ~~investors~~the ~~represented~~future, ~~and~~your ownership ~~warranted~~position ~~that~~would ~~they~~be ~~were~~diluted ~~non-U.S.~~without ~~persons~~your ~~within~~further ~~the~~ability ~~meaning~~to ofvote ~~Regulation~~on Sthat transaction.

Of such proceeds with regard to shares sold in fiscal 2014, $3,454,057 has been paid by such investors during fiscal 2014, leaving a subscription receivable due of $3,092,458 as of August 31, 2014. 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.17

~~Item~~Shares of 6.our ~~Selected~~common ~~Financial~~stock ~~Data~~may continue to be subject to illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities exchange.

WeWhile we ~~are~~may at some point be able to meet the requirements necessary for our common stock to be listed on a ~~smaller~~national ~~reporting~~securities ~~company~~exchange, we ascannot ~~defined~~assure byyou ~~Rule~~that ~~12b-2~~we will ever achieve a listing of our common stock on a national securities exchange. Our shares will only be eligible for quotation on the ~~Securities~~OTC ~~Exchange~~Markets, ~~Act~~which is not an exchange. Initial listing on a national securities exchange is subject to a variety of ~~1934~~requirements, including minimum trading price and minimum public “float” requirements, and could also be affected by the general skepticism of such markets concerning companies that are ~~not~~the ~~required~~result of mergers with inactive, publicly-held companies. There are also continuing eligibility requirements for companies listed on public trading markets. If we are unable to ~~provide~~satisfy the ~~information~~initial ~~under~~or ~~this~~continuing ~~item~~eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit your ability to sell your shares, any of which could result in you losing some or all of your investments.

~~Item~~The market 7.valuation ~~Management’s~~of ~~Discussion~~our ~~and~~business ~~Analysis~~may offluctuate ~~Financial~~due ~~Condition~~to factors beyond our control and ~~Results~~the value of ~~Operations~~your investment may fluctuate correspondingly.

The market ~~following~~valuation ~~discussion and analysis~~ of ~~the~~emerging ~~results~~growth ofcompanies, ~~operations~~such ~~and~~as ~~financial~~us, ~~condition~~frequently ~~should~~fluctuate bedue ~~read~~to infactors ~~conjunction~~unrelated ~~with the consolidated financial statements of the Company and notes~~ to ~~those financial statements for~~ the ~~years~~past ~~ended~~or ~~August~~present operating ~~31,~~performance ~~2014~~of ~~and~~such ~~2013, that are included elsewhere in this Annual Report on Form 10-K~~companies. Our ~~discussion~~market ~~includes~~valuation ~~forward-looking~~may ~~statements~~fluctuate ~~based~~significantly upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in ~~these~~response ~~forward-looking~~to ~~statements as~~ a ~~result of a~~ number of factors, many ~~including~~of ~~those~~which ~~set~~are ~~forth~~beyond ~~under~~our ~~the Risk Factors~~control, Special Note Regarding Forward Looking Statements and Business sections in this Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.including:

~~All~~i. ~~amounts~~changes in securities analysts’ estimates of our financial performance, although there are incurrently ~~U.S.~~no ~~Dollars~~analysts ~~unless~~covering ~~otherwise~~our ~~noted.~~stock;

~~Company~~ii. ~~Overview~~fluctuations in stock market prices and volumes, particularly among securities of emerging growth companies;

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

Weiv. ~~are~~announcements ~~primarily~~by ~~engaged~~us inor ~~providing~~our ~~accounting,~~competitors ~~taxation~~of significant contracts, ~~company~~new ~~secretarial~~technologies, ~~general~~acquisitions, ~~corporate~~commercial ~~and~~relationships, ~~consultancy~~joint ~~services~~ventures inor ~~Hong~~capital ~~Kong.~~commitments;

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

21vi. fluctuations in related labor cost; and

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

~~The~~As a ~~chart~~result, ~~below~~the ~~presents~~value ~~our corporate structure as~~ of ~~the~~your ~~date~~investment ofin ~~this~~us ~~report:~~may fluctuate.

		ADGS Advisory, Inc. (formerly Life Nutrition Products, Inc.), a Delaware corporation
		100%
		Almonds Kisses Limited (BVI), a British Virgin Islands company
100%	100%	100%	100%	30%
ADGS Advisory Limited	Vantage Advisory Limited,	T H Strategic Management	Motion Tech Development	Dynamic Golden
a Hong Kong corporation a	Hong Kong corporation	Limited, a Hong Kong	Limited, a British Virgin Islands	Limited, a Hong Kong
		corporation	company	corporation
80%
ADGS Tax Advisory Limited
a Hong Kong corporation

We have never paid dividends on our common stock.

~~Critical~~We have ~~Accounting~~never ~~Policies~~paid cash dividends on our common stock and ~~Estimates~~do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.

~~While~~In the ~~our~~interest ~~significant~~of ~~accounting~~reinvesting ~~policies~~initial ~~are~~profits ~~more~~back ~~fully~~into ~~described~~our inbusiness, ~~Note~~we 2do tonot ~~our~~intend ~~financial~~to ~~statements,~~pay wecash ~~believe~~dividends in the ~~following~~foreseeable future. ~~accounting~~Consequently, ~~policies~~any ~~are~~economic ~~the~~return ~~most~~will ~~critical~~initially tobe ~~aid~~derived, ~~you~~if at all, from appreciation in ~~fully~~the ~~understanding~~fair market value of our stock, and ~~evaluating~~not ~~this~~as ~~management~~a ~~discussion~~result ~~and~~of ~~analysis~~dividend payments.

~~Basis of presentation~~18

~~The accompanying consolidated financial statements are audited~~ITEM 1B. UNRESOLVED InSTAFF 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.COMMENTS

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.None

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 805-50-15-6ITEM 2. ~~Accordingly, financial information related to prior periods are the assets and liabilities of the Company’s operating subsidiaries.~~ PROPERTIES

~~Certain~~The Company’s ~~reclassifications~~headquarters ~~have~~are ~~been~~located ~~made~~Unit to1, ~~the~~60 ~~comparative~~Riviera ~~period~~Dr. ~~amounts~~Markham, toOntario, ~~conform~~Canada ~~with~~L3R 5M1. Our phone number is (905) 882-1585. Management believes that ofour ~~the~~current leased property will be sufficient for its current ~~period~~and immediately foreseeable administrative needs.

22ITEM 3. LEGAL PROCEEDINGS

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

~~The preparation of the consolidated financial statements in conformity with U~~ITEM 4.S. MINE ~~GAAP~~SAFETY 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.DISCLOSURES

~~Revenue recognition~~Not applicable.

~~The Company generates revenue primarily from providing accounting, taxation, company secretarial, consultancy services, consultancy service for slope inspection and rental income.~~19

(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.Part II

~~In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a pre-determined set of professional services~~ITEM 5. MARKET ~~Generally,~~FOR ~~the~~COMMON ~~client~~EQUITY ~~agrees~~AND toRELATED ~~pay~~STOCKHOLDER aMATTERS ~~fixed-fee~~AND inISSUER ~~monthly~~PURCHASES ~~installments~~OF ~~over~~EQUITY ~~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.~~SECURITIES

(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.Market Information

~~(iii)~~Our common ~~The~~stock ~~Company recognizes the management fee income when service~~ is ~~provided.~~quoted ~~Services~~on ~~include~~the ~~providing~~OTC ~~administration~~Pink ~~support~~Sheets ~~service~~under orthe ~~accounting~~symbol ~~service to companies~~“QOEG.”

~~Intangible assets~~ Holders

~~The~~As of ~~Company~~the ~~assesses~~date ~~the~~of ~~useful~~this ~~lives~~report ~~and~~there ~~possible~~were ~~impairment~~approximately 178 holders of ~~existing~~record ~~recognized~~of ~~intangible~~Company ~~assets~~common ~~when~~stock. anThis ~~event~~does ~~occurs~~not ~~that~~include ~~may~~an ~~trigger~~indeterminate number ~~such~~of apersons ~~review.~~who ~~Factors~~hold ~~considered~~our ~~important~~Common ~~which~~Stock ~~could~~in ~~trigger~~brokerage aaccounts ~~review~~and ~~include:~~otherwise in “street name.”

- 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;Stock Authorized

The Company ~~intangible~~is ~~assets~~authorized ~~are~~to ~~amortized~~issue ~~using~~two ~~the~~classes ~~straight~~of ~~line~~stock. ~~method~~It ~~over~~consists aof ~~period~~Five Billion (5,000,000,000) shares of 10Common ~~years~~Stock, $0.0001 par value and Twenty Million (20,000,000) shares of preferred stock, $0.0001 par value (the “Preferred Stock”).

~~Goodwill~~Stock Issued

~~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~~issued ~~goodwill~~common ~~for~~shares ~~impairment~~to ~~based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below~~ the ~~reportable~~following ~~segment~~shareholders ~~level. In September 2011, the FASB issued guidance on testing goodwill~~ for ~~impairment.~~their ~~The~~service ~~guidance~~provided ~~provides~~during ~~entities~~the ~~with~~fiscal anyear ~~option~~ended ~~to perform a qualitative assessment to determine whether further quantitative impairment testing is necessary.~~August 31, 2022

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.

Number	Issuance Date	Shareholder Name	# of Common Shares
1	September 3, 2021	Aleth Dimaano de Vela	75,000
2	September 3, 2021	Wengang XU	20,258,836
3	September 3, 2021	ChanJuan WANG	9,600,613
4	September 3, 2021	Shuqing Liu	10,509,752
5	September 3, 2021	Mingfang Jiang	10,000,000
6	September 3, 2021	Tianjie LI	10,000,000
7	September 3, 2021	Lin Zhao	13,142,542
8	February 16,2 022	Houxiong Su	714,447
9	February 16,2 022	Qing Feng	746,177
10	February 16,2 022	Yu Dong	424,600
11	February 16,2 022	Shan Tian	1,106,678
12	February 16,2 022	Qiying Zhou	1,240,913
13	February 16,2 022	Juanjuan Zhang	37,500
14	February 16,2 022	Fang Yang	267,823
15	February 16,2 022	Xue Liu	419,765
16	February 16,2 022	Yan Yu	290,030
17	February 16,2 022	Chanjuan Wang	6,260,254
18	February 16,2 022	Wengang Xu	5,596,549
19	February 16,2 022	Aixia Hu	1,975,000
20	February 16,2 022	Red Marketing Inc.	296,521
21	February 16,2 022	Chow Chun Kit	932,350
22	February 16,2 022	DU XUAN	1,500,000

23Number 19: The control person for Red Marketing Inc. is Rebecca Liu.

~~Income taxes~~20

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

~~Deferred~~We have ~~tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than~~ not ~~that~~previously ~~the~~declared ~~deferred~~or ~~tax~~paid ~~assets~~any ~~will~~dividends ~~not~~on beour ~~realized.~~common ~~Deferred~~stock ~~tax assets~~ and ~~liabilities~~do ~~are~~not ~~measured~~anticipate ~~using~~declaring ~~enacted~~any ~~tax~~dividends ~~rates expected to apply to taxable income~~ in the ~~years in which those temporary differences are expected to be recovered or settled~~foreseeable future. The ~~effect~~payment ~~on deferred tax assets and liabilities~~ of adividends ~~change~~on inour ~~tax~~common ~~rates~~stock is ~~recognized~~within in the ~~statements~~discretion of ~~income~~our inboard ~~the~~of ~~period that includes the enactment date~~directors.

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

~~The~~We do ~~Company~~not ~~recognizes~~have ~~interest~~any ~~and~~outstanding ~~penalty~~options ~~related to income tax matters as income tax expense. As of August 31, 2014 and August 31, 2013, there was no penalty~~ or ~~interest recognized as income tax expenses~~warrants.

~~Economic~~Securities Authorized ~~and~~for ~~political~~Issuance ~~risks~~under Equity Compensation Plans

The Company ~~major~~has ~~operations~~some ofarrangements ~~the~~for ~~Company~~individual ~~are~~compensation ~~conducted~~with inrespect ~~Hong~~to ~~Kong,~~its ~~the~~Common ~~PRC~~Stock. ~~Accordingly,~~The ~~the~~issuance ~~political,~~of ~~economic,~~any ~~and~~of ~~legal~~our ~~environments~~Common Stock inor ~~Hong~~Preferred ~~Kong,~~Stock ~~the~~is ~~PRC,~~within ~~as well as~~ the ~~general~~discretion ~~state~~ of ~~Hong~~our ~~Kong’s~~Board ~~economy~~of ~~may~~Directors, ~~influence~~which has the ~~business,~~power ~~financial~~to ~~condition,~~issue ~~and~~any ~~results~~or all of ~~operations~~our ofauthorized but ~~the~~unissued ~~Company~~shares without stockholder approval.

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

~~Recently~~The transfer ~~issued~~agent ~~accounting~~for ~~pronouncements~~our Preferred and Common Stock is Olde Monmouth Stock Transfer Co., Inc. at 200 Memorial Parkway, Atlantic Highlands, NJ 07716. The transfer agent’s telephone number is (732) 872-2727.

InRecent Sales ~~April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, “Presentation~~ of ~~Financial~~Unregistered 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.Securities

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.None

24Purchases of Equity Securities by the Issuer and Affiliated Purchasers

InWe did ~~June~~not ~~2014,~~purchase ~~the~~any ~~FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms~~ of anour ~~Award~~shares ~~Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus~~ of ~~the~~common ~~FASB~~stock ~~Emerging~~or ~~Issues~~other ~~Task~~securities ~~Force)~~during ~~(ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which~~ the ~~terms~~year ofended 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 entitiesAugust 31, ~~the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015~~2022. 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~~ITEM 6. 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. [RESERVED]

~~Management~~Not required ~~does~~for ~~not~~smaller ~~believe~~reporting ~~that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements~~companies.

~~Trends~~ITEM 7. MANAGEMENTS ~~and~~DISCUSSION ~~Uncertainties~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Insofar~~The following that our revenues are mainly derived from providing professional services to our clients under fixed-fee billing arrangements, the number of clients we have at any given time and the fees billed are the Companymanagement’s ~~key~~discussion ~~uncertainties. The recent growth in revenues was primarily due to the acquisition of customer lists~~ and ~~client~~analysis ~~bases~~(“MD&A”) inshould ~~2011, 2013 and 2014; and, therefore, we cannot~~ be ~~certain~~read ~~that~~in ~~this~~conjunction ~~growth~~with ~~represents~~financial astatements of ~~trend~~Quality ~~which~~Online ~~will~~Education ~~continue~~Group ~~although~~Inc. we(ticker ~~have~~symbol: ~~recently~~QOEG) ~~made~~for ~~acquisitions and we plan to make additional acquisitions in~~ the ~~upcoming~~ years ~~and~~ended ~~we are regularly exploring such opportunities which may benefit our business and increase our revenues. In the future~~August 31, we2022 ~~expect that we will seek to purchase other customer lists~~ and ~~client bases as part of our overall growth strategy, although there can be no assurance that we will be able to do any of the foregoing on terms which will be acceptable to us~~2021.

~~Other~~Safe Harbor key uncertainties include our high leverage and highly variable interest expense. To date, we have significantly relied upon debt financings to fund our operations. At August 31, 2013 (audited) and August 31, 2014 (audited), we had outstanding bank loans (excluding bank overdrafts) in the principal amount of $2,286,785 and $4,126,739, respectively. We also had bank overdrafts of $253,738 as of August 31, 2014. Interest expense from bank loans and overdrafts (excluding capital lease interest) for ~~the~~Forward-Looking year ended August 31, 2014 was $129,738 and for year ended August 31, 2013 was $151,872. Such loans are primarily term loans with maturity dates ranging from November 2014 to October 2037. Approximately $2 million of the bank loans are to be repaid over the next five years. While we have begun to achieve profitable operations during fiscal 2014, there can be no assurance that such profitability will continue or that revenues from our operations will be able to service these debt obligations. See “Risk Factors” elsewhere in this report for further discussion of these uncertainties and others.Statements

~~Principal~~Certain statements ~~Components~~included ofin ~~Our~~this ~~Income~~MD&A ~~Statement~~constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to Quality Online Education Group Inc. (ticker symbol: QOEG) or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in QOEG’s MD&A under Risk Factors. Readers should not place undue reliance on any such forward-looking statements. QOEG disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

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

Our revenue is derived from providing professional services to our clients under fixed-fee billing arrangements. The most significant factors that affect our revenue are number of clients and our fees billed. In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a pre-determined set of professional services. Generally, our client agrees to pay a fixed-fee every month over the specified contract term. These contracts are for varying periods and generally permit the client to cancel the contract before the end of the term.21

25Liquidity, Capital Resources and Plan of Operations

~~Operating expenses~~Going Concern

Our financial ~~operating~~statements ~~expenses~~appearing ~~consist~~elsewhere in this offering circular have been prepared on a going concern basis, which contemplates the realization of ~~direct~~assets ~~cost~~and the satisfaction of ~~revenue~~liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its ability to raise additional capital as required. For the year ended August 31, 2022, ~~general~~the ~~and~~Company ~~administrative~~incurred ~~expenses~~net losses of ($3,790,411). Initially, we intend to finance our operations through equity financings.

~~Direct~~Our auditors ~~cost~~have indicated that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of ~~revenue~~recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

~~Our~~There are ~~direct~~no ~~cost~~external ofsources ~~revenue primarily consists~~ of ~~commission paid, consultant fees, legal and professional fees, management fees, salaries, secretarial fees and sub-contractor fees~~liquidity.

~~General~~ Financings and ~~administrative~~Securities ~~expenses~~Offerings

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

~~Our~~Since inception, our principal sources of operating ~~expenses~~funds ~~are~~have ~~positively~~been ~~correlated~~proceeds tofrom equity financing including the sale of our ~~revenue,~~Common Stock to initial investors known to management and ~~with~~principal shareholders of the ~~anticipated~~Company. ~~expansion~~We ofdo not expect that our ~~Company,~~current wecash on ~~anticipate~~hand will fund our existing operations. We will need to raise additional capital in order execute our business plan and growth goals for at least the ~~absolute~~next ~~dollars~~twelve-month ofperiod thereafter. If the ~~operating~~Company ~~expenses~~is unable to raise sufficient additional funds, it will ~~increase~~have ~~accordingly~~to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.

~~Other comprehensive income~~Business Strategy

~~Other~~Quality Online Education Group has founded in Aug 2018 in Ontario Canada with a global reach. We provide comprehensive ~~income~~online ~~reflects~~English lessons ~~foreign~~to ~~currency~~students ~~translation~~around ~~adjustment~~the ~~according~~world. English education resource is unbalanced between areas. To address this unmet need, we have developed online and mobile education platforms, customized the content and optimized the marketing method to provide high quality yet affordable products that enable students around the world to take live online English lessons with native English-speaking teachers. We connect our ~~accounting~~students ~~policies~~with highly qualified teachers who have gone through our rigorous selection and training process before they deliver lessons. We hire, train, and manage our tutors from North America and the Philippines.

~~Year~~Our market ~~Ended~~consists ~~August~~of ~~31,~~students ~~2014~~from ~~compared~~K12 to ~~Combined~~adults. ~~Results~~The ~~for~~lessons ~~the~~we ~~Year~~provide ~~Ended~~are ~~August~~focused ~~31,~~on ~~2013~~the interaction and application of English.

~~The~~We have ~~following~~successfully ~~table~~launched ~~presents~~a ~~the~~direct ~~consolidated~~selling ~~statements~~model ofthrough ~~operations~~Mommy Influencer in different part of Southeast Asia countries. This business model is cost-effective, saving us significant sales and marketing dollars and build a better cash flow outlook compared to the ~~Company~~competitors ~~for~~who only use online advertisement. With the ~~year~~proper ~~ended~~expansion ~~August~~of 31operations, ~~2014~~coupled ~~(“Y2014”)~~with asthe ~~compared~~replication of our direct selling model to targeted areas around the ~~year~~world ~~ended~~more ~~August~~than 31200 cities around the globe, ~~2013~~we ~~(“Y2013”)~~expect to achieve magnitudes of exponential growth.

	For the year ended August 31,2014			For the year ended August 31,2013
Revenue	$	6,158,684		$	3,198,160
Less: Operating expenses
Direct cost of revenue		(2,985,443	)		(1,425,678	)
General and administrative expenses		(1,337,613	)		(842,932	)
Operating profit/(loss) Other income		1,835,628 18,677			929,550 2,494
Other expenses		(135,409	)		(154,947	)
Net profit/(loss)		1,718,896			777,097
Income tax expenses		(408,019	)		(152,300	)
Other comprehensive income/(loss)		239			(10,380	)
Total comprehensive income/(loss)		1,311,116			614,417
Comprehensive income attributable to non-controlling interests		20,316			22,813
Comprehensive income attributable to ADGS Advisory, Inc.	$	1,331,432		$	637,230

Company’s Plan of Operation.

~~Revenue~~We are launching small group lessons, where one teacher simultaneously teaches 2-4 students online. The one-to-many model has a lower unit price than other competitors, and may be affordable for more students yet yield a higher margin.

~~Our~~We intend ~~business~~to ~~for~~further ~~the~~develop ~~Y2014~~our ~~expanded~~sales ~~rapidly.~~platform Weby ~~recorded~~entering ~~revenues~~additional ofcities ~~$6.2~~in ~~million~~Southeast ~~for~~Asia ~~Y2014,~~and ~~representing~~other ancountries ~~increase~~in need of $2English teaching resources.9 ~~million~~Also, aswe ~~compared~~plan to ~~the~~develop ~~results~~and oflaunch ~~$3.2~~new ~~million~~product ~~for~~lines ~~Y2013.~~such ~~The~~as ~~increase~~the ~~was~~test ~~primarily~~preparation ~~due~~training tofor ~~the~~IELTS ~~increase~~and non-English oftypes. ~~revenue~~Our ~~stream~~current ~~multi-disciplinary~~student ~~advisory~~base ~~services~~covers Japan, Thailand, France and Germany. We anticipate a ~~steady~~more ~~growth~~significant inprofit margin ~~accounting~~through increasing the student retention rate and ~~corporate~~launching ~~services~~new product lines, like group lessons.

2622

~~General and administrative expenses~~Revenue

	For the year ended August 31,2014			For the year ended August 31,2013			%change
Revenue	$	6,158,684		$	3,198,160			+93	%
Less: Operating expenses
Direct cost of revenue		(2,985,443	)		(1,425,678	)		+109	%
General and administrative expenses		(1,337,613	)		(842,932	)		+59	%
Operating profit/(loss)	$	1,835,628		$	929,550			+97	%

During the year ended 31^st Aug, 2022, the Company billed our customers over $2.70 million and realized a revenue of $1.67 million compared to $481,561 for the year ended 2021. The gross margin for the year ended 31^st Aug, 2022 was $961,424 or 57.3%, compared to $45,365 or 9.4% for the year ended 31^st Aug, 2021. The increased average selling prices and reduced free demo and trial classes for customers primarily drove the increase in gross margin.

The low ~~significant~~gross ~~increase~~margin infor ~~direct~~both ~~cost~~periods ofended ~~revenue~~2020 ~~is mainly caused by the increase in consultant fees~~ and ~~surveyor~~2021 ~~fees~~was ~~for~~primarily ~~the~~due ~~multi-disciplinary advisory services~~ to ~~our clients.~~:

~~Other~~1) ~~expense~~Provided free demo classes and trial classes to students for better market adoption;

~~Other~~2) ~~expense~~Intentionally ~~represents~~lowered ~~the~~our ~~interest~~pricing ~~expense for the bank loans and overdraft of $129,738 and $151,872~~ in ~~Y2014 and Y2013 respectively. The decrease in~~ the ~~amount~~competitive ismarket ~~mainly~~for ~~caused~~customer ~~by the decrease in bank overdrafts of $0~~attraction.~~25m made to the Company in Y2014.~~

~~Other~~We terminated ~~comprehensive~~the ~~income~~only VIE contract in September 2021, and stopped acquiring students from mainland China in December 2021, and ceased offering tutoring services to students in mainland China by the end of April 2022. Our focus is on North America, Southeast Asia and Europe markets. We are ambitiously looking for more overseas business partners, and researched and developed our education platform better for customers. As a result, we do not anticipate that the cessation of services to students in China will negatively impact our revenues in the future.

~~Other comprehensive income represents the foreign currency translation gain of $239 and foreign currency translation loss of $10,380 in Y2014 and the Y2013 respectively.~~Operating expenses

~~Liquidity~~The following ~~and~~is ~~Capital~~the ~~Resources~~breakdown of operating expenses for year ended of 8/31/22 and 8/31/21:

As of August 31, 2014, we had cash on hand of $95,811, which represented a decrease of $68,503 from $164,314 as of August 31, 2013, other current assets of $2,853,264, and other current liabilities of $2,683,273. Working capital was $265,802 and the ratio of current assets to current liabilities was 1.1 to 1 as of August 31, 2014.

	For year ended 8/31/2022		For year ended 8/31/2021
Operating expenses:
Advertising & Marketing		67,414		59,739
Depreciation		3,599		68,842
Commission		412,664		82,729
Business consulting		3,962,795		30,828
General & Administrative expenses		119,447		355,178
Legal & Professional fees		93,408		134,633
Payroll & Benefits		92,508		1,408,434
Total operating expenses		4,751,835		2,140,383

AsOperating expenses ofwere ~~August 31, 2014 we had long term debt (excluding the deferred revenue of~~ $~~290,319 in 2014) of $~~4,~~223~~751,~~569,~~835 ~~which~~for ~~represented~~the anyear ~~increase~~ended ofAug $131,~~205,300~~ ~~from~~2022 ~~$3,018,269~~compared ~~excluding~~to ~~deferred revenue of~~ $~~435~~2,~~343 as of August 31~~140,383 ~~2013;~~for ~~total~~the ~~assets~~year ofended ~~$8,794,562~~Aug ~~as of August~~ 31, ~~2014~~2021. ~~representing~~The an122% increase in ofoperating ~~$4,028,685~~expenses ~~from~~during ~~$4,765,877~~the asyear ofended ~~August~~Aug 31, ~~2013.~~2022 ~~The ratio of long term debts to total assets~~ was ~~0.5~~primarily todriven 1by asbusiness ofconsulting ~~August 31, 2014~~expenses.

~~The following is a summary of cash provided by or used in each of the indicated type of activities during the year ended August 31, 2014~~ Advertising and ~~2013, respectively:~~Marketing

	For the year ended August 31,2014			For the year ended August 31,2013
Cash provided by (used in):
Operating activities	$	(670,294	)	$	1,208,913
Investing activities		(1,914,293	)		(2,055,442	)
Financing activities		2,473,962			881,567
Effect of change of exchange rates		42,122			275
Cash, beginning of period		164,314			129,001
Cash, end of period	$	95,811		$	164,314

Advertising and marketing expenses are related to promoting the Company and service to our potential customers. For year ended Aug 31, 2022, the Company incurred an advertising and marketing expense of $67,414 compared to $59,739 for the same period of the prior year. The increase was mainly due to the more usage of services from social media channels and marketing companies.

27Depreciation

~~Net~~Depreciation is ~~cash~~related ~~used~~to incomputers, ~~operating~~office ~~activities~~furniture ~~was~~and ~~$670,294~~equipment. ~~for~~For ~~the~~ year ended ~~August~~Aug 31, ~~2014~~2022, ~~as compared to net cash provided by operating activities of $1,208,913 for~~ the ~~year~~Company ~~ended~~incurred ~~August 31, 2013. The decrease in fiscal 2014 was mainly due to~~ a ~~net~~depreciation ~~profit~~ expense of $13,~~331~~599,~~194,~~ ~~plus~~compared ~~accrued~~to ~~liabilities and other payables of~~ $~~192~~68,~~635~~842 ~~and~~for ~~income~~the ~~tax~~same ~~payable~~period of ~~$433,483,~~the ~~offset~~prior ~~by accounts receivable of $(896,467), other receivables of $(1,842,599) and prepaid expenses of $(187,462)~~year. The ~~increase~~decrease in ~~fiscal~~depreciation ~~2013~~expenses was ~~mainly~~ due to athe ~~net profit~~ termination of ~~$647,625,~~a ~~deferred~~VIE ~~revenue~~with ofTianjin ~~$580,241,~~Zhipin ~~accrued~~Education ~~liabilities~~Technology ~~and other payables of $192~~Co.,~~075~~ ~~and income tax payable of $152,300, offset by accounts receivable of $(564,561) and other receivables of $(130,786)~~Ltd.

Net cash used in investing activities was $1,914,293 for the year ended August 31, 2014, as compared to net cash used in investing activities of $2,055,442 for the year ended August 31, 2013. Such change in fiscal 2014 was mainly due to advances to third parties of $(841,368), acquisition of an intangible asset and subsidiary totaling $(670,719) and deposit for acquisition of a client list of $(257,928), compared to fiscal 2013 wherein cash used was primarily due to cash paid for property and equipment of $(1,935,864). 23

Net cash provided by financing activities was $2,473,962 for the year ended August 31, 2014, as compared to net cash provided by financing activities of $881,567 for the year ended August 31, 2013. Such increase in fiscal 2014 was mainly due to proceeds of bank loans of $2,992,990, proceeds from the issuance of stock of $365,133, advances received from a related party of $557,451 and repayment of advances made on behalf of related party of $418,658, offset by repayment of bank loans of $(1,154,689) and net increase in bank overdraft of $(490,316). This compares to fiscal 2013 wherein net cash provided by financing activities was mainly due to repayment of related party advances of $4,655,559, advances received from related party of $750,445, proceeds of bank loans of $1,230,111 and net increase in bank overdraft of $744,077, offset by related party advances of $(4,831,702) and repayment of bank loans of $(1,483,361). The advance to related party of $4,831,702 in fiscal 2013 was fully repaid during fiscal 2014.Commission

~~Material~~Commission expenses ~~investment~~are ~~activities~~related to sales made by our Mommy Influencers and sales teams. For year ended Aug 31, 2022, the Company incurred a commission expense of $412,664, compared to $82,729 for the same period of the prior year. The increase in commission expenses was mainly driven by recruiting more commission-based salespeople.

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. In view of the potential from this business, the Company acquired such 2% stock interest in Elite Global and is looking for a satisfactory return in the near future.Business Consulting

~~The~~Business consulting ~~Company~~expenses ~~had~~are ~~bank~~related ~~loans~~to ~~with~~the ~~outstanding~~professional ~~principal~~services ofprovided $4by contractors.1 ~~million~~For asyear ofended ~~August~~Aug 31, ~~2014~~2022, ~~and~~the Company incurred a business consulting fee of $2.3,962,795 ~~million~~compared asto $30,828 for the same period of ~~August~~the 31prior year. The significant increase was primarily due to the expenses related to the service contract with Tianjin Zhipin Education Technology Co., ~~2013~~Ltd., ~~Summary~~which ofprovided online ~~total~~education ~~bank~~market ~~loans~~research, isbusiness asand ~~follows:~~information technology consulting services.

Nature of loans	Terms of loans	Outstanding loan amount		Current annualizedinterest rate	Collateral
Term loan	Ranging from 1 year to 25 years	$	4,126,739	Ranging from annual rate from 0.38% to 8.57%	Properties and personal guarantee from related parties and third parties
		$	4,126,739

General and Administrative expenses

~~The~~General and ~~valuations~~administrative ~~for~~expenses ~~the~~are ~~above~~related ~~collaterals~~to onrent, ~~August~~office expenses, utilities, and meals, and entertainment. For year ended Aug 31, ~~2014~~2022, ~~were~~the ~~approximately~~Company incurred General and Administrative expenses of $~~5.3~~119,447, ~~million~~compared ~~while~~to $355,178 for the ~~total~~same ~~outstanding~~period ~~loan~~of ~~amount~~the prior year. The decrease was ~~approximately~~primarily $4due ~~million~~to the termination of the VIE with Tianjin Zhipin Education Technology Co., Ltd.

28Legal and Professional fees

~~The~~Legal and ~~Company~~professional ~~had~~fees ~~assets~~are ~~held~~related ~~under~~to ~~capital~~professional ~~leases,~~services ~~which~~provided ~~represent~~by ~~leases~~lawyers ofand ~~motor vehicle~~accountants. ~~The~~For ~~cost~~year ofended ~~motor~~Aug ~~vehicle~~31, ~~under~~2022, ~~capital~~the Company ~~lease~~incurred ~~was~~a ~~$31,076~~legal atand ~~August~~professional ~~31,~~expense ~~2014.~~of ~~The~~$93,408 ~~future~~as ~~minimum~~compared ~~lease~~to ~~payments~~$134,633 ~~required~~for ~~under~~ the ~~capital~~same ~~leases~~period ~~and~~of the ~~present~~prior ~~value~~year. ofThere increase in the ~~net~~prior ~~minimum~~year ~~lease~~was ~~payments~~due asto ofthe ~~August~~audit ~~31,~~fees ~~2014~~the ~~are~~Company aspaid ~~follows:~~to the previous years.

	Amount
Year ending August 31,
2015	$	11,676
2016		11,676
Thereafter		9,730
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

Payroll& Benefits

~~Material~~For year ~~capital~~ended ~~expenditure~~Aug ~~commitments~~31, 2022, payroll and benefits were $92,508, compared to $1,408,434 for the prior year. The significant decrease was primarily due to the termination of VIE contract with Tianjin Zhipin Education Technology Co., Ltd.

We anticipate that we will require a high level of capital expenditure in the foreseeable future to fund our future growth. We intend to fund our capital expenditures and future acquisitions out of internal sources of liquidity and/or through access to additional financing from external sources. On July 30Contractual Obligations, ~~2014,~~Commitments ~~we entered into a Customer List Purchase Agreement (the “July 2014 Purchase Agreement”) with Lau Kam George~~ and Yung Chi Shing (collectively, the “Sellers”) pursuant to which we have agreed to acquire from the Sellers the customer list of the accounting advisory business of the Sellers operating under the name of Acorate Advisory Limited and Berfield Enterprise Solutions and Technology Limited, located in Hong Kong. In consideration for the acquisition of the customer list, we have agreed to pay the Sellers the sum of approximately $1.5 million (HK $12.0 million) and 5,000,000 shares of the common stock of the Company. Such amount is to be paid as follows: (i) approximately $258,000 (HK $2.0 million ) upon signing of the July 2014 Purchase Agreement which amount has been paid, (ii) approximately $387,000 (HK $3.0 million ) on or before March 30, 2015, and (iii) the balance of the purchase price of approximately $903,000 (HK $7.0 million ) in 18 monthly installments commencing one month after closing. The shares of common stock are to be issued at closing. The closing is expected to occur on or before March 30, 2015. Following the closing, the amount of the aggregate purchase price will be adjusted based upon revenues achieved in the 14 months period following the closing. Subsequent to the year ended August 31, 2014, and in January 2015, we paid half of the second installment described above.Contingencies

~~Contractual~~As of ~~Obligations~~the date there are none.

~~The~~Off-Balance Sheet ~~following table sets forth information regarding the Company’s contractual payment obligations excluding the bank overdrafts of $0.25 million as of August 31, 2014.~~Arrangements

	Payment due by period
Contractual obligations	Total		< 1 year		1 - 3 years		3 - 5 years		> 5 years
Borrowing:
-Capital lease	$	33,082	$	11,676	$	21,406	$	-	$	-
-Bank loans		4,126,739		569,425		914,413		553,142		2,089,759
-Bank Overdraft		253,738		253,738		-		-		-
-Due to related party		663,011		663,011		-		-		-
-Loan from a related party		645,268		-		645,268		-		-
Operating lease obligation:
- Office rental		1,330,296		473,300		822,716		34,280		-
- Acquisition of a client base		1,290,306		638,701		651,605		-		-
	$	8,342,440	$	2,609,851	$	3,055,408	$	587,422	$	2,089,759

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

29ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

~~There~~ITEM 8. FINANCIAL ~~are~~STATEMENTS noAND off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.SUPPLEMENTARY

We have not entered into any financial guarantees or commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us.24

WeQUALITY ONLINE ~~may~~EDUCATION beGROUP ~~exposed to interest rate risk in relation to the bank loans we maintain~~INC. The interest rate risk is managed by the Directors of the Company on an ongoing basis with the primary objective of limiting the extent to which interest expense could be affected by adverse movement in interest rates. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Company’s post-tax profit for the year ended August 31, 2014 would increase/decrease by $36,577 as compared with the combined post-tax profit for the year ended August 31, 2013.

~~Item~~AUDITED CONSOLIDATED ~~7A.~~FINANCIAL ~~Quantitative and Qualitative Disclosures About Market Risk.~~STATEMENTS

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~FOR

~~Item~~THE YEAR 8.ENDED ~~Financial~~AUGUST 31, ~~Statements and Supplementary Data.~~2022

~~See~~QUALITY ONLINE ~~the~~EDUCATION ~~Financial~~GROUP ~~Statements annexed to this report~~INC.

~~Item~~AUDITED CONSOLIDATED 9.FINANCIAL ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~STATEMENTS

~~Effective~~FOR THE asYEAR ofENDED ~~June 23~~AUGUST 31, 2014, the Company engaged UHY Vocation HK CPA Limited (“UHY HK”) as its principal independent accountants to audit the financial statements of the Company. UHY HK replaces Union Power HK CPA Limited (“Union Power HK”), which firm resigned as the principal independent accountants of the Company effective as of June 23, 2014. The decision to accept the resignation of Union Power HK and engage UHY HK as the Company’s principal independent accountants was approved by the Company’s Board of Directors.2022

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

During the Company’s two most recent fiscal years preceding the dismissal of the former accountants and any subsequent interim period preceding the date hereof, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

		Page
Audited Consolidated Statement of Balance Sheet		F-3

Audited Consolidated Statement of Income and Comprehensive Income		F-4

Audited Consolidated Statements of Changes in Stockholders’ equity		F-5

Audited Consolidated Statements of Cash Flows		F-6

Notes to Audited Consolidated Financial Statements		F-7 - F-9

30F-1

~~Item~~Report of ~~9A.~~Independent ~~Controls~~Registered ~~and~~Public ~~Procedures.~~Accounting Firm

~~Under~~ To the ~~supervision~~shareholders and ~~with~~ the ~~participation~~board of ~~our~~directors ~~management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness~~ of ~~our~~Quality ~~disclosure~~Online ~~controls~~Education ~~and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation~~Group, the Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2014, these disclosure controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosureInc.

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

~~Management~~We have audited the accompanying consolidated balance sheets of Quality Online Education Group, Inc. as of August 31, 2022 and 2021, the related statements of operations, stockholders’s ~~Annual~~equity ~~Report~~(deficit), onand ~~Internal~~cash ~~Control~~flows ~~over~~for ~~Financial~~the ~~Reporting~~years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

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

~~Our~~The accompanying ~~evaluation~~financial ofstatements ~~internal~~have ~~control~~been ~~over~~prepared ~~financial~~assuming ~~reporting~~that ~~includes~~the ~~using~~Company will continue as a going concern. As discussed in Note 2 to the ~~COSO~~financial ~~framework~~statements, anthe ~~integrated~~Company ~~framework~~has ~~for~~suffered ~~the~~recurring ~~evaluation~~losses offrom ~~internal~~operations ~~controls~~and ~~issued~~has bya significant accumulated deficit. In addition, the ~~Committee~~Company ofcontinues ~~Sponsoring~~to ~~Organizations~~experience ofnegative cash flows from operations. These factors raise substantial doubt about the ~~Treadway~~Company’s ~~Commission,~~ability to ~~identify~~continue ~~the~~as ~~risks~~a ~~and~~going ~~control~~concern. ~~objectives~~Management’s ~~related~~plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the ~~evaluation~~outcome of ~~our~~this ~~control environment~~uncertainty.

~~Currently, none of our employees, including our Chief Financial Officer, who is responsible~~ Basis for preparing and supervising the preparation of our financial statements, have any formal training in U.S. GAAP and SEC rules and regulations. In that regard, we rely exclusively on our independent accountants and our outside counsel for advice with respect to U.S. GAAP and SEC rules and regulations. Therefore, there is a risk that our current of future financial statements may not be properly prepared in accordance with U.S. GAAP or that our current or future disclosures are not in compliance with SEC rules and regulations.Opinion

~~Based~~These financial onstatements ~~our~~are ~~evaluation under~~ the ~~frameworks~~responsibility ~~described above and in light~~ of the ~~significant~~Company’s ~~deficiency~~management. ~~described~~Our ~~above,~~responsibility ~~our~~is ~~management~~to ~~has~~express ~~concluded~~an ~~that~~opinion ~~our~~on the ~~internal~~Company’s ~~control over~~ financial ~~reporting~~statements ~~was~~based ~~not~~on ~~effective~~our asaudit. ofWe ~~August~~are ~~31,~~a ~~2014.~~public ~~Management~~accounting ~~intends~~firm toregistered ~~mitigate~~with the ~~risk~~Public ofCompany Accounting ~~such~~Oversight ~~deficiency~~Board ~~going~~(United ~~forward~~States) by(“PCAOB”) ~~having~~and ~~our~~are ~~Chief~~required ~~Financial~~to ~~Officer~~be ~~and~~independent ~~other~~with ~~personnel~~respect ~~continue~~ to ~~work~~the Company in accordance with ~~our~~the ~~auditors~~U.S. ~~and~~federal ~~other~~securities ~~outside~~laws ~~advisors~~and tothe ~~ensure~~applicable ~~that~~rules ~~our~~and ~~control~~regulations ~~processes~~of ~~and~~the ~~procedures~~Securities ~~are~~and ~~adequate~~Exchange Commission and ~~effective~~the PCAOB.

~~This~~We conducted ~~annual~~our ~~report~~audit ~~does~~in ~~not~~accordance ~~include~~with anthe ~~attestation~~standards ~~report~~ of the ~~Company’s~~PCAOB. ~~registered~~Those ~~public~~standards ~~accounting~~require ~~firm~~that ~~regarding~~we ~~internal~~plan ~~control~~and ~~over~~perform the audit to obtain reasonable assurance about whether the financial ~~reporting~~statements are free of material misstatement, whether due to error or fraud. ~~Management’s~~The ~~report~~Company ~~was~~is not ~~subject~~required to ~~attestation~~have, ~~requirements~~nor bywere ~~the~~we ~~company’s~~engaged ~~registered~~to ~~public~~perform, ~~accounting~~an ~~firm~~audit ~~pursuant~~of its internal control over financial reporting. As part of our audits we are required to ~~temporary~~obtain ~~rules~~an understanding of ~~the~~internal ~~Securities~~control ~~and~~over ~~Exchange~~financial ~~Commission~~reporting ~~that~~but ~~permit~~not for the ~~company~~purpose toof ~~provide~~expressing ~~only~~an ~~management~~opinion on the effectiveness of the Company’s ~~report~~internal incontrol ~~this~~over ~~annual~~financial ~~report~~reporting. Accordingly, we express no such opinion.

~~Item~~Our audit 9Bincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. ~~Other~~Such ~~Information~~procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Not~~/s/ BF ~~applicable.~~Borgers CPA PC

31BF Borgers CPA PC (PCAOB ID 5041)

~~PART~~We have ~~III~~served as the Company’s auditor since 2021

~~Item 10. Directors~~Lakewood, ~~Executive Officers and Corporate Governance.~~ CO

~~Directors~~November XX, ~~and Executive Officers~~ 2022

Set forth below are our present directors and executive officers. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.F-2

Name	Age	Position	Has Served asDirector Since
Li Lai Ying	58	Chairman, Chief Executive Officer, Secretary and Director	April 2013
Tso Yin Yee	39	Chief Operating Officer and Director	April 2013
Tong Wing Shan	37	Chief Financial Officer	--
Pang Yiu Kwong	51	Director	April 2013
Fu Kei Man Derek	32	Director	March 2014
Anderson Amanda	20	Director	September 2014

QUALITY ONLINE EDUCATION GROUP INC.

~~The~~AUDITED CONSOLIDATED ~~following~~STATEMENT ~~sets~~OF ~~forth~~BALANCE ~~information about our directors and executive officers:~~SHEET

LiAS OF ~~Lai~~AUG ~~Ying has been our Chairman of the Board~~31, Chief Executive Officer, Secretary and a Director since April 2013. From April 2013 to November 2013, she was also our Chief Financial Officer. She has been Chief Executive Officer of ADGS Hong Kong since April 2011. She will be responsible for the strategic planning, overall operation of the Company and will oversee the financial reporting matters for the Company. Ms. Li has served as a Director of Rodney Engineering Company Limited (“Rodney”) since 1980 which company provides construction auditing and construction management services. Ms. Li holds overall responsibility of Rodney for daily operation and management. She has over 30 years experience in project management and construction auditing. Ms. Li’s leadership experience and knowledge were important qualifications considered in designating her for appointment to the Board. In addition, as the Chief Executive Officer, her presence on the Board will assist the Board in remaining informed regarding the operations of the Company and the progress on business plans.2022

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


	AUDITED			AUDITED
	31-Aug-22			31-Aug-21
	US$			US$
Current Assets:
Cash		179,895			104,415
Account receivables		41,006			-
Other receivables		-			70,274
Prepayments and other current assets		-			43,003
Total current assets		220,901			217,692

Long term prepaid expense		-			31,948
Intangible assets		759,266			1,003,535
Property, plant and equipment, net		3,593			16,717
Total Assets		983,760			1,269,892

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable		182,096			12,315
Receipt in advance		1,400,427			950,358
Third party loan payable		20,194			48,969
Assets acquisition payable		114,408			293,802
Due to related party		140,764			130,645
Accrued liabilities and other payable		16,460			162,181
Taxes payable		-			5,596
Total current liabilities		1,874,349			1,603,866

Long-term loan
Long-term accounts payable		91,526			95,111
Total liabilities		1,965,875			1,698,977

Total Equity:
Share capital
Preferred shares, $0.0001 par value Issued and outstanding shares - 1,000,000		100			100
Common shares, $0.0001 par value Issued and outstanding shares - 1,749,903,669		170,969			161,530
Exchangeable shares, $0.0001 par value Issued and outstanding shares - 1,207,885,627		120,789			117,485
Additional paid in capital		7,622,202			5,442,572
Retained Earnings		(8,888,264	)		(6,146,744	)
Accumulated other comprehensive loss		(7,911	)		(4,028	)
Total stockholders’ equity		(982,115	)		(429,085	)

Total liabilities and stockholders’ equity		983,760			1,269,892

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

Pang Yiu Kwong has been our Director since April 2013. Mr. Pang is a practicing member of Hong Kong Law Society since November 1999 and has been an attorney with Michael Pang & Co. in Hong Kong since April 2004. Mr. Pang is an experienced insolvency practitioner being appointed as Joint and Several Provisional Liquidator under Panel ‘T’ by Official Receiver’s Office under Government of Hong Kong Special Administrative Region for the period of 24 months from January 1, 2012 to December 31, 2013. This background and Pang Yiu Kwong’s experiences as a professional in law and in insolvency work led to the conclusion that he should serve as a director of the Company.F-3

32QUALITY ONLINE EDUCATION GROUP INC.

FuAUDITED CONSOLIDATED ~~Kei~~STATEMENT ~~Man~~OF ~~Derek~~INCOME ~~has~~AND ~~been~~COMPREHENSIVE our Director since March 2014. Mr. Fu has been since June 2011 an Executive Director of Simsen International Corporation Limited, an investment holding company in Hong Kong. Since January 2008, he has worked as a foreign lawyer for Ng and Shum Solicitors & Notaries, located in Hong Kong. Mr. Fu is a practicing lawyer of the People’s Republic of China. Mr. Fu holds a bachelor degree of law from Chongqing University in the People’s Republic of China and a master degree in International Management from University of Reading in the United Kingdom.INCOME

~~Anderson~~FOR THE ~~Amanda~~YEAR ~~has~~ENDED ~~been~~AUG ~~our~~31, ~~Director since September 2014. Ms. Anderson attended the N.T. Heung Yee Kuk Yuen Long Secondary School from 2007 to 2012 in Hong Kong and graduated in 2012.~~2022

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


	AUDITED			AUDITED
	31-Aug-22			31-Aug-21
	US$			US$
Revenues		1,677,912			481,561
Total Revenues		1,677,912			481,561
Cost of Revenue		716,488			436,196
Total Cost of Revenues		716,488			436,196
Gross Profit (Loss)		961,424			45,365

Operating expenses:
Advertising & Marketing		67,414			59,739
Depreciation		3,599			68,842
Commission		412,664			82,729
Business consulting		3,962,795			30,828
Legal & Professional fees		93,408			134,633
General & Administrative expenses		119,447			355,178
Payroll & Benefits		92,508			1,408,434
Total operating expenses		4,751,835			2,140,383
Income from Operations		(3,790,411	)		(2,095,018	)

Other income:
Other expenses		-			-
Other income, net		-			1,353
Total other income		-			1,353

Income before income taxes		(3,790,411	)		(2,093,665	)

Provision for income taxes		-			-
Net Income (loss)		(3,790,411	)		(2,093,665	)
Foreign currency translation adjustment		-			-
Comprehensive income		(3,790,411	)		(2,093,665	)

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

~~Involvement~~The accompany innotes ~~Certain~~are ~~Legal~~an ~~Proceedings~~integral part of these consolidated financial statements

To the knowledge of the Company, none of the directors, executive officers, or persons nominated or chosen by us to become directors has been personally involved in any legal proceedings as defined in Section 401 of Regulation SF-~~K in the past ten years.~~4

~~Audit~~QUALITY ONLINE ~~Committee~~EDUCATION ~~Financial~~GROUP ~~Expert~~INC.

WeAUDITED CONSOLIDATED doSTATEMENTS ~~not~~OF ~~have~~CHANGES anIN ~~audit~~STOCKHOLDERS’ ~~committee~~EQUITY financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K, serving on our audit committee because we have no audit committee and are not required to have an audit committee because we are not a listed security.

~~Compliance~~FOR THE ~~with~~YEAR ~~Section~~ENDED ~~16(a)~~AUG of31, ~~the~~2022 ~~Exchange Act~~

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


	Preferred Stock				Exchangeable Shares				Common Stock				Additional					Foreign currency
	Shares (‘000)		Amount $		Shares (‘000)		Amount $		Shares (‘000)		Amount $		Paid in Capital		Retained Earnings			translation gain			Total
Balance at AUG 31, 2020		1,000		100		-		-		39,204		-	$	4,518,826	$	(4,053,079	)	$	(221,896	)	$	243,951

Shares issuance						1,174,848		117,485		1,615,304		161,530										279,015
Capital in excess of par value														923,746								923,746
Net loss for the period				-												(2,093,665	)					(2,093,665	)
Foreign currency translation gain																			217,868			217,868
Balance at AUG 31, 2021		1,000		100		1,174,848		117,485		1,654,508		161,530	$	5,442,572	$	(6,146,744	)	$	(4,028	)	$	(429,085	)

Effect on VIE termination																1,048,891			(98,326	)		950,565
Balance at AUG 31, 2021		1,000		100		1,174,848		117,485		1,654,508		161,530	$	5,442,572	$	(5,097,853	)	$	(102,354	)	$	521,480

Shares issuance						33,037		3,304		95,395		9,439										12,743
Capital in excess of par value														2,179,630								2,179,630
Net loss for the period				-												(3,790,411	)					(3,790,411	)
Foreign currency translation gain																			94,443			94,443
Balance at AUG 31, 2022		1,000		100		1,207,885		120,789		1,749,903		170,969	$	7,622,202	$	(8,888,264	)	$	(7,911	)	$	(982,115	)

~~Based~~The accompanying ~~solely~~notes onare ~~the~~an ~~Company’s~~integral ~~review~~part of ~~such~~these ~~forms~~consolidated ~~received~~financial by it, or written representations from certain of such persons, the Company believes that, with respect to the year ended August 31, 2014, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that Fu Kei Man Derek filed his initial report of ownership late and filed two reports late relating to two transactionsstatements.

~~Code of Ethics~~F-5

~~The~~QUALITY ONLINE ~~Board~~EDUCATION ofGROUP Directors has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which is designed to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure; and compliance with applicable laws, rules and regulationsINC. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Company at its executive offices, 11/F., Rykadan Capital Tower, 135-137 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, SAR.

~~Insider~~AUDITED CONSOLIDATED ~~Transactions~~STATEMENT ~~Policies~~OF ~~and~~CASH ~~Procedures~~FLOW

WeFOR THE doYEAR ~~not~~ENDED ~~currently~~AUG ~~have~~31, ~~an insider transaction policy.~~2022

Board Committees


	AUDITED			AUDITED
	31-Aug-22			31-Aug-21
	US$			US$
Cash flows from operating activities:
Net Loss		(3,790,411	)		(2,093,665	)

Net income from continuing operations
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		3,599			22,706
Accounts receivable & other receivable		(41,006	)		(41,994	)
Prepayments and other assets		145,224			(52,091	)
Accounts payable		166,194			(51,700	)
Accrued expenses and other liabilities		(145,721	)		142,590
Advanced from customers		450,070			617,089
Tax payable		(5,596	)		4,494
Net cash provided by (used in) operating activities		(3,217,647	)		(1,452,571	)

Cash flows from investing activities:
Additions to property, plant and equipment		9,526			(1,111	)
Additions to intangible assets		244,270			5,980
Net cash provided (used in) investing activities		253,796			4,869

Cash flows from financing activities:
Due to related party		10,119			80,066
Proceeds from third party loan		(208,169	)		7,947
Share subscriptions		2,192,373			1,202,761
Net cash provided (used in) financing activities		1,994,323			1,290,774

Effect of exchange rate changes on cash		94,443			217,868
Effect of termination VIE structure		950,565			-

Net increase in cash		75,480			60,940

Cash, beginning of period		104,415			43,475

Cash, end of period		179,895			104,415

WeThe accompany donotes ~~not~~are ~~have~~ an ~~audit,~~integral ~~compensation,~~part ~~nominating or other committees~~ of ~~the~~these ~~Board~~consolidated offinancial ~~Directors.~~statements

33F-6

~~Item~~QUALITY ONLINE ~~11.~~EDUCATION ~~Executive~~GROUP ~~Compensation~~INC.

~~The~~NOTES TO ~~following~~AUDITED ~~summary~~CONSOLIDATED ~~compensation~~FINANCIAL table set forth information concerning the annual and long-term compensation paid by the Company to its executive officers for services in all capacities to the Company for the fiscal years ended August 31, 2014 and August 31, 2013.STATEMENTS

~~Summary~~FOR THE ~~Compensation~~YEAR ~~Table~~ENDED AUGUST 31, 2022

Name and Principal Position	Year	Salary($)		Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings($)		All Other Compensation ($)		Total
Li Lai Yang Chief Executive Officer	2014 2013	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0
Tso Yin Yee Chief Operating Officer	2014 2013	$ $	96,401 116,048	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	27,388 0	$ $	123,789 116,048
Tong Wing Shan	2014	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

NOTE 1 NATURE OF BUSINESS

~~Each~~Quality Online ofEducation MsGroup Inc. Li(QOEG) ~~Lai~~is ~~Yang,~~a ~~Tso~~leading ~~Yin~~E-learning ~~Yee~~company ~~and~~which ~~Tong~~provides ~~Wing~~comprehensive ~~Shan~~online ~~are~~lessons ~~employed~~to asstudents ~~executive~~in different ~~officers~~parts of the ~~Company~~world. onIt anlocates ~~at-will~~in ~~basis,~~Toronto ~~although~~of itCanada isand ~~expected~~has ~~that~~one ~~employment~~wholly ~~agreements~~owned ~~may~~subsidiary becompany: ~~entered~~Golden ~~into~~Bridge ~~with~~Human Resources ~~each~~Consulting ~~of them in the near term~~Inc., Lian ~~Lai~~Ontario, ~~Yang became Chief Executive Officer in April 2013~~Canada, ~~Tso~~based ~~Yin~~company ~~Yee~~provides ~~became~~tutoring ~~Chief~~services ~~Operating Officer in April 2013~~ and ~~Tong~~courseware ~~Wing~~development ~~Shan became Chief Financial Officer in November 2013~~services.

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

WeNOTE 2 ~~did~~GOING ~~not pay any cash or other compensation to our directors for services as such for the fiscal years ended August 31, 2014 and August 31, 2013.~~CONCERN

ItThe Company’s ~~has~~ability ~~been~~to ~~agreed~~continue ~~that~~operating Mras a “going concern” is dependent on its ability to increase revenues and raise sufficient additional working capital. FuThese ~~who~~matters ~~serves~~raise substantial doubt about the Company’s ability to continue as a ~~non-executive,~~going ~~independent~~concern. ~~director~~The ~~will~~financial bestatements ~~paid~~have ~~approximately~~been ~~$26,000~~prepared ~~(HK$200~~on a going concern basis,~~000)~~ ~~per~~which ~~annum~~contemplates ~~for~~realization ~~his~~of ~~services~~assets and liquidation of liabilities in the ordinary course of business. The Company plans to raise additional capital as ~~such~~needed. ~~which~~There can be no assurance that this capital will be ~~paid~~available inand ~~either~~if ~~cash~~is ornot, ~~shares~~the ofCompany ~~common~~may ~~stock~~be (forced to besubstantially ~~valued~~curtail ator ~~the~~cease operations. ~~market~~The ~~price~~financial onstatements ~~the~~do ~~date~~not ofinclude ~~grant)~~any asadjustments ~~determined~~that bymight ~~the~~result ~~Company~~from inthe ~~its~~outcome ~~sole~~of ~~discretion~~this uncertainty.

~~Outstanding~~The Opinion ~~Equity~~announced ~~Awards~~on atJuly 24, ~~Fiscal~~2021 ~~Year~~by ~~End~~China’s official state media may lead to policies and regulations that have material impacts on our existing business operations, financial condition, and corporate structure. The Company terminated the VIE contract in September 2021 and entered a new service contract with Tianjin Zhipin Education Technology Co., Ltd as one of the suppliers on global online market research, education consulting and information technology consulting service.

~~For~~NOTE 3 ~~the~~SIGNIFICANT ~~fiscal~~ACCOUNTING ~~year ended August 31, 2014, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan.~~POLICIES

~~Indebtedness~~ Principles of ~~Management~~ Consolidation:

~~See~~The consolidated ~~Part~~financial ~~III,~~statements ~~Item~~include 13the ~~“Certain~~accounts ~~Relationships~~of QOEG and ~~Related~~its ~~Transactions,~~subsidiaries and ~~Director~~have ~~Independence”~~been ~~for~~prepared ~~information~~in onaccordance ~~shareholder advances~~ with generally ~~Tong~~accepted ~~Wing~~accounting ~~Shan~~principles (“GAAP”). ~~Other~~All ~~than~~material ~~the~~inter-company ~~foregoing,~~accounts noand ~~member~~transactions ofhave ~~management~~been eliminated ~~was~~in ~~indebted to the Company during its last fiscal year~~consolidation.

34Use of Estimates:

~~Item~~The preparation ~~12.~~of ~~Security~~financial ~~Ownership~~statements ofin ~~Certain~~conformity ~~Beneficial~~with ~~Owners~~generally accepted accounting principles requires management to make estimates and ~~Management~~assumptions that affect the amounts reported in the financial statements and ~~Related~~accompanying ~~Stockholder~~notes. ~~Matters~~Actual results could differ from those estimates.

~~The~~Financial Statements following table sets forth, as of February 10, 2015, certain information with regard to the record and beneficial ownership of the Company’s Common Stock by (i) each stockholder owning of record or beneficially 5% or more of the Company’s Common Stock, (ii) each director of the Company, (iii) the Company’s Chief Executive Officer and other executive officers, if any, of the Company whose total compensation was in ~~excess of $100,000 (the “named executive officers”), and (iv) all executive officers and directors of the Company as a group~~U. Except as indicated in the footnotes to the table below, the address of each of the beneficial owners named in the table below is in care of our company, 11/F, Rykadan Capital Tower, 135-137 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, SARS. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is based upon 36,704,789 shares of common stock outstanding as of February 10, 2015. Shares of common stock have one vote per share. dollars:

Name of Beneficial Owner	Common Stock Beneficially Owned			Percentof Class(1)
Tong Wing Shan	9,069,750			24.7		%
Tong Wing Yee		5,069,750			13.8	%
Li Lai Ying		0	(2)		0	%
Tso Yin Yee		655,037			1.8	%
Pang Yiu Kwong		503,875			1.4	%
Fu Kei Man Derek		2,000,000			5.4	%
Anderson Amanda		0			0	%
All Directors & Officers as a Group (6 persons)		12,228,662			33.3	%

The reporting currency of the Company is the U.S. dollar (“dollar”). The dollar is the functional currency of the Company and the Company’s U.S. subsidiary. The financial statements of the non-US subsidiaries are translated to U.S. dollars using the methods mandated by ASC 830.

(1)	Based upon 36,704,789 issued and outstanding shares of common stock.
(2)	Does not include shares owned by Tong Wing Shan and Tong Wing Yee, daughters of Li Lai Ying.

Cash and Cash Equivalents:

~~Item~~The Company 13considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. These ~~Certain~~financial ~~Relationships~~statements ~~and~~have ~~Related~~not ~~Transactions~~been subjected to an audit or review or compilation engagement, and ~~Director~~no ~~Independence~~assurance is provided on them.

~~Except as indicated below, since September 1, 2013, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party~~Revenue Recognition: (i) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years; and (ii) in which any director, executive officer, shareholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

~~Parties~~The Company ~~are~~recognizes ~~considered~~revenues towhen bepersuasive ~~related~~evidence ifof ~~one~~an ~~party~~arrangement ~~has~~exists, ~~the~~delivery ~~ability,~~has ~~directly~~occurred or ~~indirectly~~services rendered, ~~to control~~ the sales ~~other~~price ~~party~~of orfee ~~exercise~~is ~~significant~~fixed ~~influence~~or ~~over~~determinable, ~~the other party in making financial~~ and ~~operational~~its ~~decisions.~~collectability ~~Parties~~is ~~are~~reasonably ~~also considered to be related if they are subject to common control or common significant influence~~assured.

As of August 31, 2011, there was $2,051,460 due to a related party representing amounts which had been previously advanced to the Company by Tong Wing Shan, one of the principal shareholders of the Company and current Chief Financial Officer of the Company. Such amount was paid to Tong Wing Shan in fiscal 2012. In addition, during fiscal 2012, advances were made by the Company to Tong Wing Shan in the amount of $4,539,543 of which $4,300,751 was repaid by Tong Wing Shan by August 31, 2012. As of August 31, 2012, the balance due from Tong Wing Shan was $241,036. At August 31, 2013, the balance due from Tong Wing Shan was $418,658 with $4,831,702 have been advanced during fiscal 2013 and $4,655,559 being repaid. No further advances were made in fiscal 2014 and the balance due at August 31, 2013 was repaid during fiscal 2014. The advances to the related party represented unsecured, nonF-~~interesting bearing loans without fixed repayment terms.~~7

OnStock based August 30, 2013, Tong Wing Shan made an interest free, unsecured loan to the Company in the principal amount of $645,268 in order to provide the Company with certain funds needed to complete the purchase of the outstanding capital stock of Motion Tech Development Limited. Such loan is payable on August 30, 2017. In addition, as of August 31, 2014, Tong Wing Shan is due from the Company the principal amount of $663,011 for advances made by Tong Wing Shan to the Company which advances are interest free, unsecured and repayable on demand.compensation:

35The Company records stock-based compensation in accordance with the ASC 718 “Shares-Based Compensation” FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~In addition, there were significant related party transactions during the year ended August 31, 2014 as follows~~Foreign Currency:

Revenue:-
Accounting & corporate services	$	450,671
Multi-disciplinary Advisory		252,326
	$	702,997
Direct cost of revenue:-
Accounting & corporate services	$	41,574
Corporate restructuring & insolvency		129,455
	$	171,029

The Company translates the financial statements of our foreign subsidiaries from the local (functional) currencies to U.S. dollars. The rates of exchange at each fiscal year end are used for translating the assets and liabilities and the average monthly rates of exchange for each year are used for the consolidated statements of operations and comprehensive loss. Gains or losses resulting from the translation of the foreign subsidiaries’ financial statements are included in the accompany consolidated balance sheets as a separate component of stockholder’s equity.

~~The~~NOTE 4 ~~balances~~OTHER 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 year ended August 31, 2014.RECEIVABLES

~~Director~~Other receivables ~~Independence~~consist of the following:

Our board of directors currently consists of five members. They are Li Lai Ying, Tso Yin Yee, Pang Yiu Kwong, Fu Kei Man Derek and Anderson Amanda and none of them is an independent director. We have determined that they are not independent directors using the general independence criteria set forth in the Nasdaq Marketplace Rules.

Schedule of other receivables
	As of August 31
	2021				2022
	RMB¥		CAD$		RMB¥		CAD$
Value-Added Tax Input		-		24,156		-		-
Advance to employees		75,300		-		-		-
Prepaid rental & other deposits		222,638		-		-		-
		297,938		24,156		-		-

~~Item~~The change ~~14.~~in ~~Principal~~RMB¥of ~~Accountant~~Other ~~Fees~~Receivables ~~and~~was ~~Services~~due to the termination of VIE contract with Tianjin Zhipin Education Technology Co., Ltd in September 2021.

~~The~~NOTE 5 ~~following~~INTANGIBLE is a summary of the fees billed to us by the principal accountants (UHY Vocation HK CPA Limited and Union Power HK CPA Limited) to the Company for professional services rendered for the fiscal years ended August 31, 2014 and August 31, 2013:ASSETS

Fee Category	2014 Fees		2013 Fees
Audit Fees	$	102,274	$	118,627
Audit Related Fees	$	0	$	7,994
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	102,274	$	126,621

The company acquired the existing customers and copyright of its teaching and course materials from a third party tutoring business. The company also entered into an endorsement contract with a Canadian celebrity, Christopher Downs, during the years. The intangible assets acquired for the year ended Aug 31, 2021 and Aug 31, 2022 were US$1,003,535 and US$759,266, respectively.

~~Audit~~NOTE 6 ~~Fees.~~PROPERTY ~~Consists~~AND of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.EQUIPMENT

~~Audit~~Major classes ~~Related Fees. Consists~~ of ~~fees~~property ~~billed for assurance~~ and ~~related~~equipment ~~services~~at ~~that~~August 31, ~~are~~2021 ~~reasonably related to the performance of the audit or review of our consolidated financial statements~~ and 2022 are ~~not~~as ~~reported under “Audit Fees”.~~follows:

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

Schedule of property and equipment
	As of August 31
	2021				2022
	RMB¥		CAD$		RMB¥		CAD$
Computers & Equipment		209,469		16,301		-		19,316
Furniture & fixtures		24,159		4,575		-		4,575
Total		233,628		20,876		-		23,891
Less: Accumulated depreciation		148,509		13,791		-		18,871
Property & Equipment, net		85,119		7,085		-		5,020

~~All~~The change in RMB¥of Other ~~Fees.~~Receivables ~~Consists~~was ofdue ~~fees~~to ~~for~~the ~~product~~termination ~~and~~of ~~services~~VIE ~~other~~contract ~~than~~with ~~the~~Tianjin ~~services~~Zhipin ~~reported~~Education ~~above~~Technology Co., Ltd in September 2021.

~~Pre~~F-~~Approval Policies and Procedures~~8

~~Prior~~NOTE 7 toRECEIPT ~~engaging~~IN its accountants to perform a particular service, the Company’s Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.ADVANCE

36Receipt in advance is amount the company receives from customer before tutoring service is provided to them. The receipt in advance for the year ended Aug 31, 2021 and Aug 31, 2022 were US $950,358 and US $1,400,427, respectively. All receipt in advance are current.

~~PART~~NOTE 8 IVASSETS ACQUISITION PAYABLE

~~Item~~The company ~~15.~~entered ~~Exhibits~~into contracts to acquire the existing customers and ~~Financial~~copyright ~~Statement~~of ~~Schedules~~its teaching and course materials with a third party tutoring business. It also entered into an endorsement contract with a Canadian celebrity, Christopher Downs. As of Aug 31, 2021, & Aug 31, 2022, the amount outstanding on the contracts were US$293,802 & US$114,408, respectively.

~~The~~NOTE 9 ~~following~~DUE ~~documents~~TO ~~are~~RELATED ~~filed as part of this report:~~PARTY

	(1)	Financial Statements
		Financial Statements are annexed to this report.
	(2)	Financial Statement Schedules
		No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the financial statements or notes thereto.
	(3)	Exhibits

Due to related party consists of loans from shareholders. In support of the Company’s efforts and cash requirements, it may rely on advances from shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The loans are payable on demand, unsecured and bears no interest. As of Aug 31, 2021, & Aug 31, 2022, the loan from shareholders were US$130,645 and US$140,764, respectively.

		Incorporated by Reference
Exhibit	Description	FiledHerewith	Form	Filing Date
2.1	Share Exchange Agreement whereby Life Nutrition Products, Inc. merged with and into Life Nutrition Products, LLC on or about September 24, 2007		S-1	07/21/2008
3.1	Certificate of Incorporation		S-1	07/21/2008
3.2	Certificate of Amendment filed with the Secretary of State of Delaware effective on July 19, 2013		8-K	07/19/2013
3.3	Certificate of Amendment filed with the Secretary of State of Delaware effective on December 8, 2014		8-K	12/12 /2014
3.4	By-laws		S-1	07/21/2008
4.1	Specimen of Common Stock Certificate		S-1	07/21/2008

NOTE 10 ACCRUED LIABILITIES AND OTHER PAYABLE

37Accrued liabilities consist of the salaries that have been earned by employees but not yet paid to them and accounting services provided by third party but not yet pay to them. The amounts for accrued salaries on Aug 31, 2021 and Aug 31, 2022 are US$162,181 & US$16,460. The accrued accounting services fee were nil for both years ended Aug 31, 2021 and Aug 31, 2022, respectively.

10.1	Share Exchange Agreement dated as of September 7, 2010 by and among Life Nutrition Products, Inc., Conqueror Group Limited and Acumen Charm Ltd.		8-K	09/08/2010
10.2	Share Exchange Agreement dated as of December 7, 2012 by and among Life Nutrition Products, Inc., ADGS Advisory Limited and ADGS Advisory (Holding) Limited		8-K	12/13/2012
10.3	Amendment to Share Exchange Agreement dated as of March 28, 2013		8-K	04/04/2013
10.4	Extension Agreement dated as of March 28, 2013		8-K	04/04/2013
10.5	Banking Facilities Agreement with Shanghai Commercial Bank dated September 26, 2012		8-K/A	08/30/2013
10.6	Banking Facilities Agreement with Hang Seng Bank dated June 20, 2012		8-K/A	08/30/2013
10.7	Lease Agreement (Financing Agreement) with Hitachi Capital (HK) Ltd. dated June 29, 2012		8-K/A	08/30/2013
10.8	Banking Facilities Agreement DBS Bank (Hong Kong) Limited dated July 31, 2012		8-K/A	08/30/2013
10.9	Agreement for Sale and Purchase of Shares of Vantage Advisory Limited dated January 4, 2013		8-K/A	08/30/2013
10.10	Agreement for Sale and Purchase of Shares dated October 20, 2013 between Li Hon Lun and Almonds Kisses Limited		8-K	10/23/2013
10.11	Customer List Purchase Agreement dated July 30, 2014 by and between ADGS Advisory Limited and Lau Kam George and Yur Chi Shing		8-K	08/04/2014
14.1	Code of Ethics		S-1	07/21/2008
21.1	List of Subsidiaries	x
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)	x
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)	x
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)	x
101	The following financial information from our Annual Report on Form 10-K for the year ended August 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements	x

NOTE 11 INCOME TAXES

38The net operating loss carryovers may be subject to limitation under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefit will not be realized.

~~SIGNATURES~~NOTE 12 STOCKHOLDERS’ EQUITY COMMON STOCK

~~Pursuant~~After the toacquisition and merger on Aug 31,2020, the ~~requirements~~management had canceled the original common stock of ~~Section~~the 13Company orand ~~15(d)~~authorized new share capital. It consists of 50,000,000 shares of common stock of which 39,129,789 shares were outstanding as of Aug 31, 2020 and 3,581,517 were free trading. On October 7, 2020, the ~~Securities~~Company ~~Exchange~~announced ~~Act~~to increase the number of ~~1934~~authorized common shares to 5,000,000,000, up to 3 billion of which will be reserved in order to enact the ~~Registrant~~Merger ~~has~~Agreement. ~~duly~~The ~~caused~~remainder ~~this~~of ~~report~~the increase will be reserved to fund potential new product line development, market expansion, and any further mergers and acquisitions as such opportunities arise. At the same time, an exchangeable shares structure will be ~~signed~~used onto ~~its~~finalize ~~behalf~~the bycurrent acquisition of QOEG. Pursuant to the ~~undersigned~~Share ~~thereunto~~Exchange ~~duly~~Agreement ~~authorized~~dated Aug 31, 2020, ADGS Advisory, Inc. and QOEG started to exchange shares. As of August 31, 2022, there were 1,207,885,627 QOEG exchangeable shares that have not been exchanged to QOEG common shares. QOEG has 5,000,000,000 common shares and 20,000,000 preferred shares authorized. Among those shares, 1,749,903,669 QOEG common shares and 1,000,000 QOEG preferred shares were issued and outstanding.

	ADGS ADVISORY, INC.(Registrant)
Dated: February 11, 2015	By:	/s/ Li Lai Ying
		Li Lai Ying
		Chief Executive Officer

NOTE 13 COMMITMENTS AND CONTINGENCIES

~~Pursuant~~The Company tohas ~~the~~entered ~~requirements~~into a service contract with Tianjin Zhipin Education Technology Co., Ltd as one of the ~~Securities~~outsourcing vendors ~~Exchange~~on ~~Act~~global ofonline ~~1934~~market research, ~~this~~education ~~report~~consulting ~~has~~and ~~been~~information ~~signed~~technology ~~below~~consulting byservice ~~the~~in September 2021 ~~following~~for ~~persons~~three onyears. ~~behalf~~The Company is not aware of ~~the~~any ~~Registrant,~~litigation ~~and~~incidental into the ~~capacities~~conduct ~~and~~of onour ~~the~~business ~~dates~~as of ~~indicated:~~August 31, 2022.

Signature	Title	Date
/s/ Li Lai Ying	Chief Executive Officer, Chairman of the Board, Secretary and Director	02/11/2015
Li Lai Ying	(Principal Executive Officer)
/s/ Tong Wing Shan	Chief Financial Officer	02/11/2015
Tong Wing Shan	(Principal Financial Officer)
/s/ Tso Yin Yee	Chief Operating Officer and Director	02/112015
Tso Yin Yee
/s/ Pang Yiu Kwong	Director	02/11/2015
Pang Yiu Kwong
/s/ Fu Kei Man Derek	Director	02/11/2015
Fu Kei Man Derek
/s/ Anderson Amanda	Director	02/11/2015
Anderson Amanda

F-9

39ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

~~ADGS~~We have ~~ADVISORY,~~had ~~INC.~~no ~~CONSOLIDATED~~“disagreements” ~~FINANCIAL~~(as ~~STATEMENTS~~such ~~FOR~~term ~~THE~~is ~~YEARS~~defined ~~ENDED~~in ~~AUGUST~~Item 304 31of Regulation S-K) with our Accountant on any matter of accounting principles or practices, ~~2014~~financial ~~AND~~statement ~~2013~~disclosure, or auditing scope or procedures.

~~F-1~~ITEM 9A. CONTROLS AND PROCEDURES

~~ADGS~~Evaluation of ~~ADVISORY,~~Disclosure ~~INC.~~Controls ~~CONSOLIDATED~~and ~~FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 AUGUST, 2014 AND 2013~~Procedures

CONTENTS	Pages
Report of Independent Registered Public Accounting Firm		F-3
Consolidated Balance Sheets as of August 31, 2014 and 2013		F-4
Consolidated Statements of Operations for the years ended August 31, 2014 and 2013		F-5
Consolidated Statements of Comprehensive Income for the years ended August 31, 2014 and 2013		F-6
Consolidated Statement of Changes in Stockholders’ Equity for years ended August 31, 2014 and 2013		F-7
Consolidated Statements of Cash Flows for the years ended August 31, 2014 and 2013		F-8 - F-9
Notes to the Consolidated Financial Statements		F-10 - F-42

Under the supervision and with the participation of our management, including our chief executive, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of August 31, 2021, to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~F-2~~Management’s Annual Report on Internal Control over Financial Reporting

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

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

TOUnder the ~~THE~~supervision ~~SHAREHOLDERS~~and ~~AND~~with ~~THE~~the ~~BOARD~~participation OFof ~~DIRECTORS~~our OFCEO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2022, and concluded that it is not effective because of the material weakness described below:

~~ADGS~~In connection ~~ADVISORY~~with the preparation of our financial statements for the year ended August 31, ~~INC~~2022, due to resource constraints, material weaknesses became evident to management regarding our lack of resources and segregation of duties. The Company has not established an audit committee and lacks documentation of its internal control process. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.

WeThis annual ~~have~~report ~~audited~~does ~~the~~not ~~accompanying~~include ~~consolidated~~an ~~balance~~attestation ~~sheets~~report of ~~ADGS~~our ~~Advisory,~~registered ~~Inc.~~public ~~(collectively~~accounting ~~the~~firm ~~“Company”)~~regarding asinternal ofcontrol ~~August~~over financial ~~31,~~reporting. ~~2014~~Management’s ~~and~~report ~~2013,~~was ~~and~~not ~~the~~subject ~~related~~to ~~consolidated~~attestation ~~statements~~by ofthe ~~operations,~~registrant’s ~~comprehensive~~registered ~~income,~~public ~~statement~~accounting firm ofpursuant ~~changes~~to inrules ~~stockholders’~~of ~~equity, and cash flows for~~ the ~~years~~Securities ~~ended August 31, 2014~~ and ~~2013.~~Exchange ~~These~~Commission ~~consolidated~~that ~~financial~~permit ~~statements are~~ the ~~responsibility~~registrant ofto ~~the~~provide ~~Company~~only management’s report ~~management.~~in ~~Our~~this ~~responsibility~~annual ~~is to express an opinion on these consolidated financial statements based on our audits~~report.

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

InDuring the ~~our~~year ~~opinion~~ended December 31, ~~the~~2021, ~~consolidated~~there ~~financial~~were ~~statements~~no ~~referred~~changes toin ~~above~~our ~~present~~internal ~~fairly,~~control inover ~~all~~financial ~~material~~reporting ~~respects,~~identified in connection with the ~~consolidated~~evaluation ~~financial~~required ~~position~~by paragraph (d) of ~~ADGS~~Securities ~~Advisory~~Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or ~~Inc~~are reasonably likely to materially affect, our internal control over financial reporting. We intend to recruit additional professionals, as ofour ~~August~~business 31conditions warrant, ~~2014~~to ~~and~~ensure ~~2013~~that ~~and~~we ~~the~~include ~~consolidated~~all ~~results~~necessary ofdisclosure ~~its~~in ~~operations~~our filings with the Securities and ~~its~~Exchange ~~consolidated~~Commission. ~~cash~~Although ~~flows~~we ~~for~~believe that these corrective steps will enable management to conclude that the internal ~~years~~controls ~~ended~~over ~~August~~our ~~31,~~financial ~~2014~~reporting are effective when the staff is in place and ~~2013~~trained, inwe ~~conformity~~cannot ~~with~~provide ~~accounting~~assurance that ~~principles~~these ~~generally~~steps ~~accepted~~will inbe ~~the~~sufficient. ~~United~~We ~~States~~may ofbe ~~America~~required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.

~~/s/ UHY VOCATION HK CPA LIMITED~~25

~~UHY VOCATION HK CPA LIMITED~~Important Considerations

~~Certified~~The effectiveness ~~Public~~of ~~Accountants~~our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

~~Hong~~ITEM 9B. OTHER ~~Kong, People Republic of China~~INFORMATION

~~February 10, 2015~~None

~~F-3~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~ADGS ADVISORY, INC. CONSOLIDATED BALANCE SHEETS (IN US DOLLARS)~~Not Applicable

	August 31,2014			August 31,2013
Assets
Current assets
Cash	$	95,811		$	164,314
Restricted cash		258,968			129,312
Accounts receivable		1,461,876			564,773
Advance to third parties		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
Liabilities and stockholders' equity
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
Commitments and contingencies
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 earnings		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

~~See notes to consolidated financial statements.~~PART III

~~F-4~~ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~ADGS~~Identity of ~~ADVISORY,~~Officers ~~INC.~~and ~~CONSOLIDATED STATEMENTS OF OPERATIONS (IN US DOLLARS)~~Directors

	Year ended August 31
	2014			2013
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 expenses		(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

Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified.

~~See~~Executive Officers ~~notes~~and ~~to consolidated financial statements.~~Directors

~~F-5~~The names of our executive officers and directors, as of August 31, 2022, and the positions currently held by each are as follows:

ADGS ADVISORY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( IN US DOLLARS)

Name	Position	Term of Office
XuYe Wu age 27__	Chief Executive Officer and Chairman of the Board	One (1) year

Xijin Wu age 38__	Board Member	One (1) year

	Year ended August 31
	2014		2013
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

Director Independence

~~See~~We do ~~notes~~not tohave ~~consolidated~~any ~~financial~~independent ~~statements~~directors serving on our Board of Director.

~~F-6~~Executive Officers and Directors

~~ADGS ADVISORY, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (IN US DOLLARS)~~XuYe Wu

	Preferred shares with US$0.0001 Par Value				Common Stock, with US$0.0001 Par Value
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in capital Amount			Subscription receivable			Accumulated Other Comprehensive (loss)/income			Retained Earnings			Non-controlling Interest			Total Equity
Balance as of August 31, 2012		-		-		4,095,000	$	410	$	(410	)	$	-		$	31		$	(579,757	)	$	(113,539	)	$	(693,265	)
Shares issued to settle notes payable and accrued liabilities as part of recapitalization during April 2013		-		-		750,000		75		(75	)		-			-			-			-			-
Shares issued to Almond Kisses shareholders		-		-		20,155,000		2,015		(2,015	)		-			-			-			-			-
Net profit/(loss)		-		-		-		-		-			-			-			647,625			(22,828	)		624,797
Foreign translation gain/(loss)		-		-		-		-		-			-			(10,395	)		-			15			(10,380	)
Balance as of August 31, 2013		-		-		25,000,000	$	2,500	$	(2,500	)	$	-		$	(10,364	)	$	67,868		$	(136,352	)	$	(78,848	)
Common stock issued		-		-		10,337,805		1,034		3,456,557			(3,092,458	)		-			-			-			365,133
Net profit/(loss)		-		-		-		-		-			-			-			1,331,194			(20,317	)		1,310,877
Foreign translation gain		-		-		-		-		-			-			238			-			1			239
Balance as of August 31, 2014		-		-		35,337,805	$	3,534	$	3,454,057		$	(3,092,458	)	$	(10,126	)	$	1,399,062		$	(156,668	)	$	1,597,401

XuYe Wu, age 27, has been serving as the CEO and the director of the Company since January 1, 2021. Prior to that, he founded Golden Voice English Online Education in 2015. After receiving multiple rounds of venture capital investment, he left and founded Quality Online Education Group Inc. with a refined understanding of the industry and the market. Mr. Wu attended the University of Toronto from 2013 to 2015, majoring in Economics. Through his prior experiences, Edward possesses good understanding of the education industry, and his experience managing an online education company helps him making critical strategic goals balancing cost and the rate of growth. His working experience qualifies him to serve on our board and bring in valuable insights on running the company.

~~See notes to consolidated financial statements.~~Xijin Wu

F-Xijin Wu, Age 38, has been serving as the CEO and the directors of the Company since February 7, 2020 and remains as the director since January 1st, 2021. He is a serial entrepreneur and angel investor and has been focused on education and e-commerce over the past 15 years. Prior to joining QOEG, he was the founder and CEO of Dongyang Aibel Education Group and Ningbo Realfun Education Group. He successfully established several enterprises with a total annual revenue of hundreds of millions. He has participated in more than dozens of angel investment projects, including Mobike, Auro Robotics, Flirtey, Bingz Canada, Instawork,etc.

~~ADGS~~Board Leadership ~~ADVISORY,~~Structure ~~INC.~~and Risk Oversight

~~CONDENSED~~The Board ~~CONSOLIDATED~~oversees ~~STATEMENTS~~our OFbusiness ~~CASH~~and ~~FLOWS~~considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

~~(IN US DOLLARS)~~ 27

		For the year ended August 31,
		2014			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	)
			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 receivables		(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
	Advance to third parties		(841,368	)		-
	Net increase in restricted cash		(129,549	)		(129,312	)
	Acquisition of an intangible asset		(154,757	)		-
	Acquisition of a subsidiary (See note a)		(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 (decrease)/increase in cash			(110,625	)		35,038
Effect on change of exchange rates on cash			42,122			275
Cash as of Beginning of year			164,314			129,001
Cash as of End of year		$	95,811		$	164,314

Term of Office

~~F-8~~Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one (1) year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.

~~ADGS ADVISORY, INC.~~Director Independence

~~CONDENSED~~We use ~~CONSOLIDATED~~the ~~STATEMENTS~~definition OFof ~~CASH~~“independence” ~~FLOWS~~of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~(IN~~● USthe ~~DOLLARS~~director is, or at any time during the past three (3) years was, an employee of the company;

		For the year ended August 31
Supplemental disclosures of cash flow information		2014			2013
Cash paid during the year for:
	Capital lease additions	$	-		$	126,006
	Bank overdraft interest paid	$	51,078		$	24,771
	Bank loan interest paid	$	78,660		$	127,101
	Capital lease interest paid	$	5,284		$	3,075
Non-cash transaction during the year:
	Repayment made from due from a related party	$	105,690		$	-
	Repayment made to loan from a related party	$	(105,690	)	$	-
	Consideration of other investment paid by setting off the other receivables	$	1,934,460		$	-

●

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

● the director or a. ~~Acquisition~~family member of the director is a ~~subsidiary~~partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions;

	For the year ended 31 August 2014
	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
		362,834
Goodwill		153,128
Consideration	$	515,962
Satisfied by: Cash consideration	$	515,961
Issue of ordinary share		1
	$	515,962

●

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

~~See~~● ~~notes~~the todirector ~~consolidated~~or ~~financial~~a ~~statements~~family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

~~F-9~~Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements.

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

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.

There are no additional family members serving as Officers and Directors of the Company.

~~F-10~~Involvement in Certain Legal Proceedings

~~ADGS~~During the ~~ADVISORY,~~past ~~INC.~~five ~~NOTES~~years TOnone ~~THE~~of ~~CONDENSED~~our ~~CONSOLIDATED~~directors, ~~FINANCIAL~~executive ~~STATEMENTS~~officers, ~~(IN~~promoters USor ~~DOLLARS)~~control persons was:

1.	Description of business and organization (…../Cont’d)
	Nature of operations (…../Cont’d)
	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.

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

~~F-11~~2) convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~ADGS~~3) ~~ADVISORY~~subject to any order, ~~INC.~~judgment, ~~NOTES~~or TOdecree, ~~THE~~not ~~CONDENSED~~subsequently ~~CONSOLIDATED~~reversed, ~~FINANCIAL~~suspended ~~STATEMENTS~~or ~~(IN~~vacated, USof ~~DOLLARS)~~any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

1.4) ~~Description~~found ofby ~~business~~a ~~and~~court ~~organization~~of competent jurisdiction (~~…/Cont’d)~~in ~~Details~~a ofcivil action), the ~~Company’s~~Commission ~~subsidiaries~~or ~~and~~the ~~equity-method~~Commodity ~~investment~~Futures ~~which~~Trading ~~are~~Commission ~~included~~to inhave ~~these~~violated ~~consolidated~~a ~~financial~~federal ~~statements~~or ~~are~~state assecurities ~~follows:~~or commodities law.

Subsidiary’s name	Place and date of incorporation	Percentage of ownership by the Company	Principal activities
Almonds Kisses Limited “Almonds Kisses”	British Virgin IslandMarch 1, 2011	100%	Holding company
ADGS Advisory Limited “ADGS Hong Kong”	Hong Kong, People's Republic of China (“PRC”) April 28, 2011	100% (though Almonds Kisses)	Engage in providing accounting, taxation, company secretarial, and consultancy services.
ADGS Tax Advisory Limited “ADGS Tax”	Hong Kong, PRC March 17, 2003	80% (through ADGS Hong Kong)	Holding company
Dynamic Golden Limited “Dynamic”	Hong Kong, PRC April 16, 2004	30% (through ADGS Tax, until November 19, 2013 and through Almonds Kisses thereafter)	Property holding company
Vantage Advisory Limited “Vantage”	Hong Kong, PRC March 6, 2008	100% (though Almonds Kisses effective on January 4, 2013)	Engage in providing accounting, taxation, company secretarial, and consultancy services.
Motion Tech Development Limited “Motion Tech”	British Virgin Islands October 3, 2007	100% (through Almonds Kisses effective on August 29, 2013)	Property holding company
T H Strategic Management Limited “T H Strategic”	Hong Kong, PRC March 16, 2010	100% (though Almonds Kisses effective on October 20, 2013)	Engage in providing accounting, taxation, company secretarial, and consultancy services.

~~The~~Code of ~~Company~~Business ~~also~~Conduct ~~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.~~Ethics

~~F-12~~Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

~~ADGS~~Evaluation of ~~ADVISORY,~~Disclosure ~~INC.~~Controls ~~NOTES~~and ~~TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN US DOLLARS)~~Procedures

1.	Description of business and organization (…/Cont’d)
	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.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this offering circular have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

~~F-13~~Change in Internal Control Over Financial Reporting

~~ADGS~~There were ~~ADVISORY~~no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, ~~INC.~~or ~~NOTES~~are TOreasonably ~~THE~~likely ~~CONDENSED~~to ~~CONSOLIDATED~~materially ~~FINANCIAL~~affect, ~~STATEMENTS~~our ~~(IN~~internal UScontrol ~~DOLLARS)~~over financial reporting.

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

Attestation Report of the Registered Public Accounting Firm

	August 31,2014	August 31,2013
Balance sheet items, except for equity accounts	HK$7.7501=$1	HK$7.7525=$1
Items in statements of income and cash flows	HK$7.7541=$1	HK$7.7554=$1

This offering circular does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

~~Revenue recognition~~29

~~The Company generates revenue primarily from providing accounting, taxation, company secretarial, consultancy services, consultancy service for slope inspection and rental income~~ITEM 11. EXECUTIVE COMPENSATION

~~(i)~~The following ~~Revenue~~summary ~~generates~~compensation ~~from~~table ~~providing~~reflects ~~accounting,~~all ~~taxation,~~compensation ~~company~~awarded ~~secretarial and consultancy services is recognized when persuasive evidence of an arrangement exists~~to, ~~the~~earned ~~related services are provided and when the collection is probable~~by, ~~the price is fixed~~ or ~~determinable~~paid 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 aour ~~pre-established~~Chief ~~fee~~Executive inOfficer ~~exchange~~and directors for aall ~~pre-determined set of professional~~ services. ~~Generally,~~rendered ~~the client agrees~~ to ~~pay~~us ~~a fixed-fee~~ in ~~monthly~~all ~~installments~~capacities ~~over~~during ~~the~~2020 ~~specified contract term. These contracts are for varying periods and generally permit the client~~ to ~~cancel the contract before the end of the term~~2022. (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.

~~F-14~~Summary Compensation Table

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

Name and
Principal

Position (a)

Year (b)

Salary ($) (c)

Bonus ($) (d)

Stock
Awards ($) (e)

Option
Awards ($) (f)

All Other
Compensation ($) (g)

Total ($) (h)

XuYe Wu, CEO, Director

2020

2021

2022

CAD $60,000

CAD $100,000 worth of QOEG Common Shares

CAD $160,000

Xijin Wu, Director

2020

2021

CAD $100,000 worth of QOEG Common Shares

CAD $100,000

2022

CAD $100,000 worth of QOEG Common Shares

CAD $100,000

2.	Summary of significant accounting policies (…/Cont’d)
	Direct cost of revenue
	Direct costs of revenues generated from providing accounting, taxation, company secretarial and consultancy services consists primarily of billable employee compensation and related payroll benefits, the cost of consultants assigned to revenue generating activities and direct expenses billable to clients. Direct cost of revenues does not include 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.

~~F-15~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~ADGS~~During the ~~ADVISORY~~12 months ended of August 31, ~~INC.~~2022, ~~NOTES~~Kuido TOWu, ~~THE~~advanced ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~$26,356. ~~STATEMENTS~~The ~~(IN~~advance USis ~~DOLLARS)~~non-interest bearing and due on demand.

2.	Summary of significant accounting policies (…/Cont’d)
	Deferred revenue
	The Company entered into a contract with a third party to provide corporate advisory and consulting services. The agreement has a fixed term of four years, and is renewable upon maturity. These fees are deferred and are amortized to income as earned over the term of the agreement. Deferred revenue that will be recognized in next fiscal year is classified within current liabilities.
	Property and equipment
	Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.
	When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.
	Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value.
	The estimated useful lives of the assets are as follows:

SECURITY OWNERSHIP OF MANAGEMENT & CERTAIN SECURITY HOLDERS

		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

The following table shows the beneficial ownership of our Common Stock as of the date of this Offering Circular held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of any class of our shares; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. As of August 31, 2019, there were 39,079,889 shares of our Common Stock issued and outstanding. As of August 31, 2020 and August 31, 2021, there were 39,079,889 and 1,654,508,319 shares of our Common Stock issued and outstanding respectively. As of August 31, 2022, there were 1,749,903,669 Common Stock outstanding.

~~Equity-method~~We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them, except as noted.

~~Affiliated~~Percentage ownership ~~companies,~~ in ~~which~~ the ~~Company~~following ~~has~~table ~~significant~~is ~~influence,~~based ~~but~~on ~~not control~~1,749,903,669 ~~are~~shares ~~accounted~~of ~~for~~Common ~~equity-method~~Stock ~~investment.~~outstanding ~~Equity-method~~as ~~investment~~of ~~adjustments~~August 31, ~~include~~2022. ~~the~~Each beneficial ~~Company~~owner’s ~~proportionate~~percentage ~~share~~ownership ofis ~~investee~~determined ~~income~~by ordividing ~~loss,~~the ~~gains~~number orof ~~losses~~shares ~~resulting~~beneficially ~~from~~owned ~~investee~~by ~~capital~~that ~~transactions,~~person by ~~adjustments to recognize certain differences between~~ the ~~Company’s~~base ~~carrying~~number ~~value~~of ~~and~~outstanding ~~the~~shares, ~~Company’s~~increased ~~equity~~to inreflect ~~net assets of~~ the ~~investee~~shares atunderlying ~~the date of investment~~options, ~~impairments,~~warrants ~~and~~or other ~~adjustments~~convertible ~~required~~securities included byin ~~the~~that ~~equity~~person’s ~~method.~~holdings, ~~Gain~~but ornot ~~losses~~those ~~are~~underlying ~~realized~~shares ~~when~~held ~~such~~by ~~investments~~any ~~are~~other ~~sold~~person.

F-16

Beneficial Owner	Number of Shares		Percentage
XuYe Wu – CEO and Director		234,134,787		13.38	%
Xijin Wu – Director		0		0	%
Lin Zhao		88,218,309		5.04	%
Qiang Tong		588,713,336		33.64	%
Yang Song		117,742,668		6.73	%
All Directors and Executives (2 person)		234,134,787		13.38	%

~~ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN US DOLLARS)~~31

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

-DESCRIPTION OF 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;SECURITIES

The following ~~intangible~~is ~~assets~~a ~~are~~summary ~~amortized~~of ~~using~~ the ~~straight~~rights ~~line~~of ~~method~~our ~~over~~capital astock ~~period~~as provided in our certificate of 10incorporation, ~~years~~bylaws and certificate of designation. For more detailed information, please see our certificate of incorporation, bylaws and certificate of designation which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

~~Goodwill~~General

~~In accordance with U.S. GAAP, the~~ The Company ~~tests~~is ~~goodwill~~authorized ~~for~~to ~~impairment~~issue ~~annually~~multiple ~~and~~classes ~~whenever~~of ~~events~~stock. orThe ~~circumstances~~total ~~make~~number itof ~~more~~shares ~~likely~~of ~~than~~stock ~~not~~which ~~that~~the ~~impairment may have occurred. The~~ Company ~~reviews~~is ~~goodwill~~authorized to ~~for~~issue ~~impairment~~is ~~based~~five onbillion ~~its~~twenty ~~identified~~million ~~reporting units~~(5,020,000,000) ~~which~~shares ~~are~~of ~~defined~~capital asstock, ~~reportable~~consisting ~~segments or groupings~~ of ~~businesses~~five ~~one~~billion ~~level~~(5,000,000,000) ~~below~~shares of ~~the~~Common ~~reportable~~Stock, ~~segment level~~$0.0001 Inpar ~~September 2011~~value, ~~the~~and ~~FASB~~twenty ~~issued~~million ~~guidance~~(20,000,000) onshares ~~testing~~of ~~goodwill~~preferred ~~for~~stock, ~~impairment~~$0.0001 ~~The~~par ~~guidance~~value ~~provides~~(the ~~entities with an option to perform a qualitative assessment to determine whether further quantitative impairment testing is necessary~~“Preferred Stock”).

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 amountIndebtedness. 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.

~~F-17~~As of the date of this Offering Circular, except for approximately $1,965,875 in payable and debt obligations owed by the Company.

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

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

As of the date of this Offering Circular, the Company had 1,749,903,669 shares of Common Stock issued and outstanding.

~~F-18~~Voting

~~ADGS~~The holders ~~ADVISORY,~~of ~~INC.~~the ~~NOTES~~Common TOStock ~~THE~~are ~~CONDENSED~~entitled ~~CONSOLIDATED~~to ~~FINANCIAL~~one ~~STATEMENTS~~vote for each share held at all meetings of shareholders (INand USwritten ~~DOLLARS~~actions in lieu of meeting). There shall be no cumulative voting. Preferred stockholders have rights to dividends when and as declared by the Board from funds legally available therefore, and upon liquidation are entitled to share pro rata in any distribution to holders of Preferred. There are no preemptive, conversion or redemption privileges, nor sinking fund provisions with respect to the Common Stock. There are conversion and redemption privileges, for Preferred stock, and may convert each 1 Preferred share to 1,000 Common shares.

2.	Summary of significant accounting policies (…/Cont’d)
	Comprehensive income
	Comprehensive income includes net income and also considers the effect of other changes to stockholders' equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders' equity. The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income.
	Earnings per share
	Basic 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

Changes in Authorized Number

	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.

The number of authorized shares of Common Stock may be increased or decreased subject to the Company’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

~~F-19~~Preferred Stock

~~ADGS~~The Preferred ~~ADVISORY,~~Stock ~~INC~~may be issued from time to time in one or more series. ~~NOTES~~The TOBoard ~~THE~~is ~~CONDENSED~~authorized ~~CONSOLIDATED~~to ~~FINANCIAL~~fix ~~STATEMENTS~~the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred A Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board originally fixing the number of shares constituting any series, to increase or decrease (INbut USnot ~~DOLLARS~~below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

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

Dividend Policy

~~F-20~~We will not distribute cash to our Common Stock shareholders. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

~~ADGS~~Equity Compensation ~~ADVISORY,~~Plan ~~INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN US DOLLARS)~~Information

3Company plans to establish a Common Stock Option Plan for the benefit of its employees in the near future. ~~BUSINESS~~The ~~SEGMENTS~~vesting and terms of all of the options are determined by the Board of Directors and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.

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.32

~~The~~ITEM 14. PRINCIPAL ~~following~~ACCOUNTANT ~~tables~~FEES ~~show~~AND ~~the operations of the Company’s reportable segments:~~SERVICES

	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

Audit Fees

	Accounting &Corporate Services		CorporateRestructuring& Insolvency		Multi-DisciplinaryAdvisory		Corporate &Other Income		Total
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

The following table presents the aggregate fees billed for each of the last two fiscal years by Ben Borgers, our Independent Registered Public Accounting Firm, in connection with the audit of our financial statements and other professional services rendered by those accounting firms.

F-21

	2021		2022
Audit fees	USD $	59,400	USD $	48,700
Audit-related fees		-	$	-
Tax fees		-	$	-
All other fees

~~ADGS~~Audit fees ~~ADVISORY,~~represent ~~INC.~~fees ~~NOTES~~for TOprofessional ~~THE~~services ~~CONDENSED~~rendered ~~CONSOLIDATED~~by ~~FINANCIAL~~our ~~STATEMENTS~~principal ~~(IN~~accountants USfor ~~DOLLARS)~~the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

3.Audit-related fees ~~BUSINESS~~represent ~~SEGMENTS~~professional (…services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.~~./Cont’d)~~

	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

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

	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

All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.

~~F-22~~33

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

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:

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

	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

(a)(1) Financial Statements

AsThe audited ~~the~~financial ~~purchase~~statements ~~price exceeds the fair value~~ of ~~assets and liabilities acquired or assumed, goodwill will be recognized. Goodwill is calculated as~~ the ~~difference~~Company ~~between~~are ~~the~~included ~~Acquisition-date~~in ~~fair~~this ~~value~~report ofunder ~~the consideration transferred and the fair values of the assets acquired and liabilities assumed~~Item 8. 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~~2) Financial ~~included~~Statement ~~in the consolidated results of operations for the Company during the year ended August 31, 2014:~~Schedules

Revenue	$	293,804
Expenses		(158,696	)
Net income attributable to T H Strategic	$	135,108

All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.

~~F-23~~(a)(3) Exhibits

~~ADGS~~The following ~~ADVISORY,~~documents ~~INC.~~have ~~NOTES~~been TOfiled ~~THE~~as ~~CONDENSED~~part ~~CONSOLIDATED~~of ~~FINANCIAL~~this ~~STATEMENTS (IN US DOLLARS)~~report.

4. ACQUISITION OF SUBSIDIARY, T H STRATEGIC MANAGEMENT LIMITED (…./Cont’d)

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

~~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.~~34

	Pro Forma ConsolidatedFor 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

SIGNATURES

~~F-24~~In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~ADGS~~Quality Online ~~ADVISORY,~~Education ~~INC.~~Group ~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN US DOLLARS)~~Inc.

5.By: ~~ACQUISITION~~/s/ OFXuYe ~~SUBSIDIARY,~~Wu ~~MOTION~~Name: ~~TECH~~XuYe ~~DEVELOPMENT~~Wu ~~LIMITED~~Title: InChief ~~August~~Executive ~~2013~~Officer, ~~the~~Principal ~~Company~~Executive ~~acquired 100% shareholding of Motion Tech Development Limited~~Officer, ~~incorporated~~Principal ~~British~~Financial ~~Virgin Islands~~Officer, ~~for~~Principal ~~net~~Accounting ~~purchase consideration of about US$1~~Officer,~~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:~~Director

Property and equipment		$	1,909,653
Total assets acquired		$	1,909,653

Dated: Nov 20, 2022

~~The~~By: ~~following~~/s/ ~~pro~~Xijin ~~forma~~Wu ~~consolidated~~Name: ~~statements~~Xijin ofWu ~~operations~~Title: ~~have been prepared assuming that the acquisition of Motion Tech occurred on September 1 of each of the years presented.~~Director

	Pro Forma ConsolidatedFor 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

Dated: Nov 20, 2022

~~F-25~~35

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

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.

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.
8.	DUE FROM/(TO) 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 EndedAugust 31, 2014
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

F-26

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

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. 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. 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).

F-27

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

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

F-28

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

13.	INTANGIBLE ASSETS
	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

F-29

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

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.
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.

F-30

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

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.

F-31

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

16. INCOME TAXES (…../Cont’d) 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.

	August 31,2014			August 31,2013
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.

F-32

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

17. BANK LOANS The details of the bank loans outstanding as of August 31, 2014 are as follows:

	Outstanding loan amount	Current annualized interest rate
Name of bank			Nature of loans	Term of loans	Collateral
Hang Seng Bank ("HSB")	US$97,522 (HK$755,806)	HSB monthly rate of 0.38%	Term loan	June 27, 2012 to June 26, 2017	Property and personal guarantee from related party and third party
Hitachi Capital (HK) Ltd (“HC”)	US$65,449 (HK$507,232)	HC annual rate of 8.57% effective	Term loan	April 11, 2014 to 12 April 2015	Personal guarantee from related party and third party
DBS	US$1,164,401 (HK$9,024,220)	DBS annual rate of 2.75%	Term loan	November 12, 2012 to 12 October, 2037	Property and personal guarantee from related party
Bank of East Asia (“BEA”)	US$24,597 (HK$190,629)	BEA monthly rate of 0.6%	Term loan	February 20, 2014 to July 20, 2015	Personal guarantee from related party
Hang Seng Bank (“HSB”)	US$638,748 (HK$4,950,359)	HSB annual rate of 2.2%	Term loan	May 16, 2014 to May 16, 2034	Property and personal guarantee from related party
Hang Seng Bank (“HSB”)	US$497,689 (HK$3,857,143)	HSB annual rate of 3.7%	Term loan	May 16, 2014 to May 15, 2021	Property and personal guarantee from related party
Shanghai Commercial Bank (“SCB”)	US$614,290 (HK$4,760,808)	SCB annual rate of 3%	Term loan	July 9, 2014 to July 9, 2034	Property and personal guarantee from related party
Shanghai Commercial Bank (“SCB”)	US$489,782 (HK$3,795,863)	SCB annual rate of 6.25%	Term loan	June 9, 2014 to June 8, 2017	Property and personal guarantee from related party
DBS	US$516,122 (HK$4,000,000)	DBS annual rate of 3.0714%	Term loan	August 8, 2014 to August 8, 2019	Property and personal guarantee from related party
Hitachi Capital (HK) Ltd (“HC”)	US$18,139 (HK$140,574)	HC annual rate of 8.56%	Term loan	January 27, 2014 to September 27, 2015	Personal guarantee from related party and third party
	$ 4,126,739

F-33

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

17. BANK LOANS (…../Cont’d) The details of the bank loans outstanding as of August 31, 2013 are as follows:

	Outstanding loan amount	Current annualized interest rate
Name of bank			Nature of loans	Term of loans	Collateral
Shanghai Commercial Bank ("SCB")	US$943,651 (HK$7,315,652)	SCB annual rate of 3%	Term loan	January 30, 2012 to December 31, 2035	Property and personal guarantee from related party and third party
Hang Seng Bank ("HSB")	US$136,863 (HK$1,061,028)	HSB monthly rate of 0.38%	Term loan	June 27, 2012 to June 26, 2017	Property and personal guarantee from related party and third party
Hitachi Capital (HK) Ltd ("HC")	US$5,573 (HK$43,204)	HC annual rate of 6.98%	Term loan	June 29, 2012 to November 25, 2013	Personal guarantee from related party
DBS	US$1,200,698 (HK$9,308,419)	DBS annual rate of 2.75%	Term loan	November 12, 2012 to 12 October, 2037	Property and personal guarantee from related party
	$ 2,286,785

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 31,2014		August 31,2013
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.

F-34

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

18. DEFERRED REVENUE

	August 31,2014		August 31,2013
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

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. 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. 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.

Filing Compare · Quality Online Education Group Inc.