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EX-99.2 - FINANCIAL STATEMENTS - Quality Online Education Group Inc.adgs_ex992.htm
EX-99.3 - UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION - Quality Online Education Group Inc.adgs_ex993.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) October 20, 2013
 
ADGS ADVISORY, INC.
(Exact name of registrant as specified in its charter)
 
Commission file number 001-34274
 
Delaware
 
42-1743717
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)
     
Units 2611-13A, 26/F
   
113 Argyle Street, Mongkok
   
Kowloon, Hong Kong, SAR
 
N/A
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (852) 2374-0002
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Explanatory Note
 
On October 23, 2013, we filed a Current Report on Form 8-K to report the acquisition of all of the issued and outstanding shares of TH Strategic Management Limited, a Hong Kong corporation (the “Original 8-K Report”).  This Amendment No. 1 to the Original 8-K Report is being filed solely to amend and supplement Item 9.01 of the Original 8-K Report to include the financial statements and pro-forma financial information required by Item 9.01 of Form 8-K, which were not filed with the Original 8-K Report.
 
 
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Item 9.01 Financial Statements and Exhibits.

(a) 
Financial Statements of Business Acquired
 
Filed herewith as Exhibit 99.2 to this report and incorporated herein by reference are the financial statements required by this item.
 
(b) 
Pro Forma Financial Information
 
Filed herewith as Exhibit 99.3 to this report and incorporated herein by reference are the unaudited pro-forma financial information required by this item.
 
(d) 
Exhibits

99.2*
Financial statements of TH Strategic Management Limited for the years ended August 31, 2013 and 2012 (audited)

99.3* 
Unaudited pro forma consolidated financial information
__________________
*  Filed herewith

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
ADGS ADVISORY, INC.
 
  (Registrant)  
       
Dated: January 6, 2014
By:
 /s/ Li Lai Ying   
    Li Lai Ying  
    Chief Executive Officer  
       
 
 
 
 
 
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