Adgs Advisory Inc (OTC:ADGS)

HONG KONG, Dec. 28, 2018 (GLOBE NEWSWIRE) -- ADGS Advisory. Inc. (ADGS) (the "Company" or "ADGS"), today announced ADGS will acquire the Hong Kong base company name Ruitaiyin (HK) International Group Limited under Hong Kong Incorporation Number 1941137 (“the Ruitaiyin”). The Ruitaiyin invests in various financial technologies, education and insurance businesses. The Ruitaiyin's financial technology includes internet expert advice. The management terms of the Ruitaiyin included senior management of top financial services company in Hong Kong. The Ruitaiyin is currently using the website name dxnt.com.hk to operate the business in Hong Kong and South Asia. The website specializes in the research and development of advanced technologies including developing artificial intelligence software, owning the related software technology. Moreover the Ruitaiyin invites strategic partners to develop branch in China. We hope to create a trustable partnership with clients. This creates a sizable market opportunity to provide independent and objective analytics to help guide ADGS investment decisions and build its business with and for the investment management industry, developing its offerings to meet the evolving needs of its clients. In the coming days, we propose on relisting on OTCQB, planning and focus on benefiting shareholder value and growth.

ADGS Advisory. Inc targets high-growth areas where it is positioned for long-term relationships, shareholder value and growth, while making the company more efficient and profitable.

Hong Kong, July 13, 2015 (GLOBE NEWSWIRE) -- HONG KONG / Globenewswire / July 14, 2015 / ADGS Advisory, Inc. ("ADGS" or the "Company") (ADGS) today announced its decision to file a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Act"). ADGS is eligible to deregister its common stock by filing a Form 15 under Section 12(g) of the Act because the Company currently has fewer than 300 holders of record of its common stock. The Company intends to file the Form 15 on July 14, 2015.

Upon the filing of the Form 15, the Company's obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Act will be suspended immediately. The deregistration under Section 12(g) of the Act is expected to be effective 90 days after the filing of the Form 15 at which time the Company's other filing requirements under Section 13(a) of the Act will terminate.

The decision of the Company's Board of Directors to deregister its common stock was based on the consideration of numerous factors, including but not limited to the large costs of preparing and filing periodic reports with the SEC, the burdens placed on management to comply with US reporting requirements, the low trading volume in the Company's common stock in the US and the intention of the Company to have its shares listed for trading on The Stock Exchange of Hong Kong Limited on the Growth Enterprise Market in order to potentially improve liquidity and market recognition given the Company's business focus in the HK market.

The Company's common stock is currently traded on the OTC Pink Market operated by the OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. Following the suspension of the Company's obligation to file periodic reports, the Company anticipates its common stock will continue to be traded in the US on the OTC Pink Market, so long as market makers demonstrate an interest in trading in the Company's common stock. However, there is no assurance that trading in the Company's common stock will continue on the OTC Pink Market or any other securities exchange or quotation medium, or that the Company will be able to have its shares listed for trading on The Stock Exchange of Hong Kong Limited.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the Current Report on Form 8-K filed on May 27, 2015 by ADGS Advisory, Inc. which reported the signing of a Subscription Agreement dated May 19, 2015 by Almonds Kisses Limited, our wholly-owned subsidiary and holding company for our operating subsidiaries (“Almonds Kisses”), and Sky Venture Investment Development Limited, Wong Man Hin Charles and Pristine Treasure Limited (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase in three tranches, and Almonds Kisses has agreed to sell, 8.0% Convertible Bonds (the “Convertible Bonds”) in the maximum principal amount of HK $30,000,000 (approximately US $3,900,000) and the minimum amount of HK $20,000,100 (approximately US $2,600,000).

The first tranche will be in the aggregate principal amount of HK $10,000,000 (approximately US $1,300,000) (the “First Tranche”), the second tranche will be in the aggregate principal amount of HK $10,000,000 and the third tranche will be in the aggregate principal amount of HK $10,000,000 which third tranche will be subject to adjustment to a minimum principal amount of HK $100 in the event the EBITA for the year ended August 31, 2015 is less than HK $24,000,000.

On June 2, 2015, Almonds Kisses closed on the First Tranche and issued Convertible Bonds to the Subscribers in the aggregate principal amount of HK $10,000,000 (approximately US $1,300,000) (the “First Tranche Bonds”). The First Tranche Bonds are due twelve months from the date of issue which may be extended for six months at the discretion of the Subscribers, and bear interest at 8.0% per annum payable monthly in arrears.

As previously disclosed, Almonds Kisses has undertaken to exercise its best endeavors to carry out and implement a restructuring to be completed on or before August 31, 2015 whereby, among other things, we shall spin-off Almonds Kisses by transferring the entire issued share capital of Almonds Kisses to our shareholders. In addition, it is intended that Almonds Kisses will apply for listing of its shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “HK Stock Exchange”) and in connection therewith will conduct a placing or public offer of shares for the purposes of such listing. The First Tranche Bonds will automatically convert into shares of the enlarged share capital of Almonds Kisses upon approval being obtained for the listing of its shares on the HK Stock Exchange.

Management Discussion and Analysis

Revenue

Our business for the Y2014 expanded rapidly. We recorded revenues of $6.2 million for Y2014, representing an increase of $2.9 million as compared to the results of $3.2 million for Y2013. The increase was primarily due to the increase of revenue stream multi-disciplinary advisory services and a steady growth in accounting and corporate services.

HONG KONG, Nov. 6, 2014 (GLOBE NEWSWIRE) -- ADGS Advisory, Inc. (ADGS) (the "Company" or "ADGS"), today announced they have signed a Memorandum of Understanding with Manivest Asia Limited (Manivest), a Hong Kong based accounting, auditing, secretarial and consulting firm. The Sale and Purchase Agreement estimates will be signed on or before 1 April, 2015. The closing of the Agreement is subject to the due diligence and audit report of Manivest. ADGS would pay approximately US $3.8M for the acquisition which will be paid in installments.

"I'm very encouraged by the Memorandum of Understanding with Manivest, and see Manivest as a perfect fit for ADGS; we see this acquires as an opportunity for growth for ADGS," said Michelle Tong, Chief Financial Officer of ADGS. "Manivest has a well-established international network and through their long established relationships and connections with offshore jurisdictions, registered agents, banks, trust companies, legal advisors, tax planners, financial advisors and other service providers, we expect Manivest could generate the additional revenue by US$3.8M and US$1.3M of net profit in the year end of 2015 and 2016 and thereafter."

Item 8.01 Other Events.
 

On September 1, 2014, ADGS Advisory, Inc. (the “Company”) entered into a three month agreement with ChineseInvestors.com, Inc. (“ChineseInvestors.com”) pursuant to which ChineseInvestors.com will provide the Company investor relations services. The Company has agreed to issue 75,000 shares of common stock of the Company to ChineseInvestors.com in payment for the services.
 
On July 25, 2014, the Company announced that it had retained Maxim Group, Inc. (“Maxim”) to provide the Company with investment banking services. Pursuant to the agreement entered into with Maxim, such services will be provided for a minimum of a six month period which commenced as of June 30, 2014. Pursuant thereto, the Company has agreed to issue to Maxim or its designees 3% (846,384 shares) of the then total outstanding shares of common stock of the Company and pay Maxim a monthly cash fee for services rendered and pay Maxim other customary fees as set forth therein for certain financings or transactions which may be completed.

Item 1.01. Entry into a Material Definitive Agreement.

On July 30, 2014, ADGS Advisory, Inc. (the “Company”), through its indirect wholly-owned subsidiary, ADGS Advisory Limited, a Hong Kong corporation (“ADGS Hong Kong”), entered into a Customer List Purchase Agreement (the “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.

In consideration for the acquisition of the customer list, ADGS Hong Kong has agreed to pay the Seller the sum of HK $12.0 million (approximately US $1.5 million) and 5,000,000 shares of the common stock of the Company. Such amount is to be paid as follows: (i) HK $2.0 million (approximately US $258,000) upon signing of the Purchase Agreement which amount has been paid, (ii) HK $3.0 million (approximately US $387,000) on or before March 30, 2015, and (iii) the balance of the purchase price of HK $7.0 (approximately US $903,000) in 18 monthly installments commencing one month after closing. The shares of common stock are to be issued at closing.
 
The closing of 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 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). If such level of revenues cannot be verified in its due diligence review, then the initial payment of HK $2.0 million shall be returned to ADGS Hong Kong and the Purchase Agreement shall be immediately terminated. The payment of the second installment on or before March 30, 2015 (which will be deemed to be the “Closing Date”) 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 Date, the amount of the aggregate purchase price will be adjusted based upon revenues achieved in the 14 month period following the Closing Date.

Other than in respect of the aforesaid Purchase Agreement, there is no material relationship between the Company and its affiliates, or any officer or director of the Company, or any associate of any such officer or director, on the one hand, and the other parties to the aforesaid Purchase Agreement, on the other hand.

Item 4.01 Changes in Registrant’s Certifying Accountant.
 

(a) Effective as of June 23, 2014, Union Power HK CPA Limited (“Union Power HK”) resigned as the principal independent accountants of ADGS Advisory, Inc. (the “Company”). The decision to accept the resignation of Union Power HK as the Company’s principal independent accountants was approved by the Company’s Board of Directors.
 
The reports of Union Power HK on the Company’s financial statements for either the past two years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, except that Union Power HK’s opinion on the financial statements for the years ended August 31, 2013 and 2012 included an explanatory paragraph describing substantial doubt about the Company’s ability to continue as a going concern.
 
During the Company’s two most recent fiscal years 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.

Management Discussion and Analysis

For the Three Months Ended May 31, 2014 and May 31, 2013

We recorded revenue of $1.5 million for the three months ended May 31, 2014, representing an increase of $0.6 million as compared to $0.9 million for the same period ended May 31, 2013. Due to the large increase of the surveyors consultancy fee income (consultancy fee for slope inspection) and a steady growth in accounting and corporate services, the total revenue for the three months ended May 31, 2014 has increased by 66% as compared to the same period of 2013.

HONG KONG--(BUSINESS WIRE)--ADGS Advisory, Inc. (“ADGS” or the “Company”) (OTCQB:ADGS) today announced that it has signed a Memorandum of Understanding to acquire a Hong Kong based accounting advisory company. The proposed consideration is expected to be approximately US $1.5M. The proposed completion date of the acquisition is expected to occur before November 2014.

This will be the second acquisition for the Company in a twelve month period of time and a major component of this acquisition is its growth strategy. ADGS's President and Chief Executive Officer Florence Li Lai Ying stated, "We are delighted that we will be acquiring this Hong Kong based accounting advisory company. Its team of professionals are strong, the quality of its business is excellent, and it will enhance our existing service offerings and broaden the Company's expertise in asset and property transfer and insolvency and enable us to capture additional business." Ms. Li further stated that the client base from the company intended to be acquired is expected to generate revenues of US $2M in 2015, and projects 40.6% growth in 2015 to about US $600,000, significantly outpacing Hong Kong's GDP growth rate of 3.5%.

Management Discussion and Analysis

Revenue

For the Six Months Ended February 28, 2014 and February 28, 2013

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

For the Three Months Ended February 28, 2014 and February 28, 2013

We recorded revenue of $1.4 million for the three months ended February 28, 2014, representing an increase of $0.1 million as compared to $1.3 million for the same period ended February 28, 2013.

Company Snapshot:

• Engaged in providing accounting, taxation, company secretarial and consultancy services in Hong Kong.

Industry Snapshot (Per Filing)

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

• Trend 2 – Bookkeeping service. Presently, many small companies do not have full-time accountants for their accountancy work, and we believe many will use the services of an outside accountant or company to minimize operating costs and achieve a higher level of financial management oversight. Businesses regularly need the services of a qualified accountant to help compile or check that financial records are in order and up to date.
  
• Trend 3 – Company secretarial service. According to Hong Kong Companies Ordinance, every company shall have a secretary. The company secretary shall (a) if an individual, ordinarily reside in Hong Kong; (b) if a body corporate, have its registered office or place of business in Hong Kong. The company secretary can also be a director. However, if there is only one director, he/she/it shall not also be the secretary of the company. We believe many companies in Hong Kong have only one director so they need to appoint a company secretary. Such services are offered and can be performed by us.
  
• Trend 4 – Corporate recovery and insolvency services. Each year, there will be a percentage of unsuccessful businesses resulting in liquidation or company restructuring. We can offer the services of highly qualified insolvency practitioners. Our Chief Operating Officer, Tso Yin Yee and our Senior Assurance & Business Advisory Consultant, Pang Yiu Kwong are experienced insolvency practitioners having being appointed as Joint and Several Provisional Liquidators under Panel ‘T’ by Official Receiver’s Office under Government of Hong Kong Special Administrative Region.
  
• Trend 5 – General consulting. With growing competition and increasing economic sophistication, more companies need strategies for mergers and acquisitions, stock exchange listings and restructurings.
  

Post Merger Share Calculation:

• TBD; The GeoTeam cannot reconcile the the company's claims regarding its shares outstanding when analyzing pre-reverse merger shares and newly issues shares per terms of the reverse merger transaction.

GeoTeam® best effort calculation of total post reverse merger shares given the facts:  Around $30 million.

Financial Snapshot: August Year End

2013 vs. 2012

• Revenues:$3.2 million vs $1.7 million
• Adjusted Net Income per share: $$0.06 vs. $-0.03

Pro Forma Valuation: using stock price of $0.85 as of December 26, 2013 and new share count

• Trailing EPS: $0.06
• Trailing P/E: 14.17

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