8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2013

LIFE NUTRITION PRODUCTS, 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

20 Broad Street, 7th floor

New York, NY 10005

(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))

Special Note Regarding Forward Looking Statements

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

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

· the “Company,” “we,” “us,” and “our” refer to the combined business of 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, and Vantage Advisory Limited, a Hong Kong corporation;

· “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

· “HKD” refers to Hong Kong dollars, the legal currency of Hong Kong;

· “Hong Kong” refers to the Hong Kong Special Administrative Region of the People's Republic of China;

· “PRC,” “China,” and “Chinese,” refer to the People's Republic of China;

· “SEC” refers to the Securities and Exchange Commission;

· “Securities Act” refers to the Securities Act of 1933, as amended; and

· “U.S. dollars,” “dollars”, “USD” and “$” refer to the legal currency of the United States.

In China it is customary to refer to a person’s name with the family name first and the given name second. We have followed this convention with respect to certain Chinese individuals named in this report.

Item 1.01  Entry Into a Material Definitive Agreement

On December 7, 2012, we entered into a share exchange agreement (the “Original Exchange Agreement”) with ADGS Advisory Limited, a Hong Kong corporation (“ADGS”) and ADGS Advisory (Holding) Limited, a British Virgin Islands corporation (“ADGS Holding”). Pursuant to the Original Exchange Agreement, at the closing of the transaction contemplated thereunder (the “Transaction”), we agreed to acquire 100% of the issued and outstanding capital stock of ADGS, making ADGS a wholly-owned subsidiary of the Company. There was no prior relationship between the Company and any of its affiliates and ADGS and any of its affiliates.

Purchase Price

In consideration for the purchase of 100% of the issued and outstanding capital stock of ADGS, the Original Exchange Agreement provided that we would issue a total of 20,155,000 newly issued shares of the Company’s common stock.

Closing

The closing of the Transaction was conditioned upon, among other things, satisfactory due diligence investigations by the parties, the purchase by certain designees of ADGS of a total of 2,000,000 shares of the Company’s common stock from existing shareholders of the Company in unrelated transactions, the accuracy at closing of the representations made by the parties in the Original Exchange Agreement, the exchange of the Company’s notes payable for 750,000 shares of the Company’s common stock and the obtaining of necessary consents. The Original Exchange Agreement provided that if the closing of the Transaction does not occur on or before March 31, 2013, the Original Exchange Agreement may be cancelled by either party.

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Amendment

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.

The foregoing description of the terms of the Original Exchange Agreement, the Amendment and the Extension Agreement is qualified in its entirety by reference to the provisions of the actual agreements filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this report, which are incorporated by reference herein.

Item 2.01  Completion of Acquisition or Disposition of Assets

On April 12, 2013, we 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 (the “Acquisition”).

As a result of the Acquisition, Almonds Kisses BVI became our wholly-owned subsidiary. Almonds Kisses BVI, in turn, owns all of the issued and outstanding capital stock of ADGS. 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.

The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the completion of the Acquisition. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting the Company’s common stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Acquisition, with such information reflecting the Company and its securities upon consummation of the Acquisition.

BUSINESS

General Overview

We are primarily engaged in providing accounting, taxation, company secretarial and consultancy services in Hong Kong and the PRC.

The address of our principal executive office is Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR.  Our telephone number is (852) 2374-0002.

Corporate History and Background

Life Nutrition Products, Inc. (“LNP”), which was incorporated in the State of Delaware in September 2007, 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.

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In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we 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.

On September 7, 2010, we 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. There was no prior relationship between the Company and any of its affiliates and the Conqueror Shareholder and any of its affiliates.

Through contractual arrangements, Conqueror has effective control over two businesses in the PRC, one principally engaged in the processing and distribution of raspberry and blueberry drinks, wines and other related products in China, and the other principally engaged in the cultivation, processing and distribution of fresh and frozen raspberries in the domestic market in China and internationally.

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.

Almonds Kisses BVI was incorporated on March 1, 2011 as a limited liability company in the British Virgin Islands. ADGS is a Hong Kong corporation which was incorporated on April 28, 2011 and had been wholly owned by the same group of shareholders until being acquired by Almonds Kisses BVI pursuant to a reorganization completed in 2012 to prepare for the Transaction. Vantage is a Hong Kong corporation which was incorporated on March 6, 2008 which has been wholly owned by Almonds Kisses BVI since January 2013.

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The chart below presents our corporate structure:

Life Nutrition Products, Inc., a Delaware corporation
	100%
Almonds Kisses Limited (BVI), a British Virgin Islands company
	100%

ADGS Advisory Limited,	Vantage Advisory Limited,
a Hong Kong corporation	a Hong Kong corporation

The following table lists the directors and officers of the foregoing entities.

Corporate Name	Directors	Officers
Life Nutrition Products, Inc.	Li Lai Ying Tso Yin Yee Pang Yiu Kwong	CEO: Li Lai Ying CFO: Li Lai Ying COO: Tso Yin Yee
Almonds Kisses Limited (BVI)	Tso Yin Yee Tong Wing Shan Tong Wing Yee	CEO: Li Lai Ying CFO: Li Lai Ying COO: Tso Yin Yee
ADGS Advisory Limited	Tso Yin Yee Tong Wing Shan Tong Wing Yee	CEO: Li Lai Ying CFO: Li Lai Ying COO: Tso Yin Yee
Vantage Advisory Limited	Pang Yiu Kwong	CEO: Li Lai Ying CFO: Li Lai Ying COO: Tso Yin Yee

Description of Business

General

We provide a wide range of services primarily in Hong Kong to individuals, small and medium sized businesses and charitable organizations in accounting, bookkeeping, taxation, company secretarial and general corporate services. We also plan to expand our services outside of Hong Kong and into the PRC. These areas are described more specifically below.

Accounting Service

We have practicing members of the Hong Kong Institute of Certified Public Accounts (“HKICPA”), with more than ten years experience, who can provide general accounting services for a business, including preparing audit reports according to the accounting requirements in Hong Kong, and can provide an overall business evaluation of the finances of a business. Our accountants have experience in many different industries and can provide many professional suggestions for a client’s business operation. Based on the clients’ financial and accounting report, our professionals will evaluate the client’s business, evaluate potential threats and provide professional advice about the financial issues or problems a business may be experiencing. With such advice, we believe our clients will have better risk management assessment for any such potential business risks.

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Bookkeeping Service

Section 51C of the Inland Revenue Ordinance in Hong Kong requires every person carrying on a trade, profession or business in Hong Kong to keep sufficient records in the English or Chinese language of all income and expenditures to enable the assessable profits to be readily ascertained. Such records are required to be retained for a period of not less than seven years.

In this regard, we offer general bookkeeping services to businesses. We use a well-developed accounting software developed in accordance with the accounting principles in Hong Kong and compliant with tax legislation to deal with day-to-day accounts so that all bookkeeping records of a business are clear and accurate. In addition, we will prepare a general ledger for a client, spreadsheet, income statements, cash flow statements, and balance sheets. Such services can be performed monthly, quarterly or annually.

Taxation Service

We have practicing members of HKICPA with more than ten years of taxation experience who can provide tax planning services for our clients.  Such services can include:

§ Preparation and filing a tax return.

§ Calculating the estimated tax liability.

§ Tax planning.

§ Assist clients to reply to any inquiries issued by the taxing authorities.

§ Act as the tax representative of our clients in connection with tax assessments.

General Corporate Service

We believe we can provide a full range of services to guide a client’s growth. For example, with growing competition and increasing economic sophistication, we believe more companies need strategies for mergers and acquisitions, stock exchange listings and restructurings. We can offer specialized financial consulting services and can provide other business services which we believe help a client achieve success.

Such services include the following:

§ Advising clients for pre-listing accounting arrangements on Hong Kong Stock Exchange.

§ Bank loan referrals.

§ Business consultation with respect to PRC tax.

§ Company structure and legal framework advice.

§ Company secretarial services.

§ Corporate recovery and insolvency services.

§ Corporate finance consulting services.

§ Due diligence and valuation.

§ Debt and company restructuring advice.

§ Incorporation and organizing local and overseas companies.

§ Liquidation, insolvency, bankruptcy and individual voluntary arrangements (IVA) advice and assistance.

§ Handling license and trademark application for Hong Kong and PRC.

§ Loan restructuring advice.

§ Merging, amalgamation and sale of assets.

§ Management takeover advice.

§ Provide financial and liquidity analysis.

§ Liasing with capital funds for raising capital.

§ Provide registered offices.

§ Short term loan referrals.

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PRC Business Development Service

While our core business focus has been in Hong Kong, we plan to expand the above services to potential clients in the PRC. We have retained an individual who is a professional accountant and has been an investment banker with approximately 30 years of experience in the PRC and Australia to manage this new area of business for us. We believe the PRC offers a wide range of opportunities for us although there can be no assurance that we will be able to successfully manage and grow our business in the PRC.

Market Analysis

Although there are many consulting companies in Hong Kong providing similar services, we believe that we are one of the few consulting companies that have equal professional standards as a Certified Public Accounting Firm. In this regard, we use the services of Certified Public Accountants. We believe the Company has a solid and loyal client base in a market that has experienced a certain level of sustained growth in recent years.

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

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

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

Trend 3 – Company secretarial service. According to Hong Kong Companies Ordinance, every company shall have a secretary. The company secretary shall (a) if an individual, ordinarily reside in Hong Kong; (b) if a body corporate, 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.

Our Competition

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

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

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

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

Our Employees

We currently employ 30 full time people consisting of 3 executive management, 5 senior consultants and 22 staff. We require our employees to have appropriate education, training or work experience in their respective fields. We believe that our management team possesses in-depth knowledge critical to our Company’s success and is capable of identifying and seizing market opportunities, and implementing our business plans. We believe we are in material compliance with all applicable labor and safety laws and regulations in Hong Kong and the PRC.

RISK FACTORS

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

Risks Related to Our Business

Our company has limited operating history and therefore we cannot ensure the long-term successful operation of our business or the execution of our business plan. We have only been engaged in our current and proposed business operations since March 2011. As a result, we have limited operating history upon which you may evaluate our proposed business and prospects. Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early stage enterprises. You should consider an investment in our company in light of these risks, uncertainties, expenses and difficulties. Such risks include:

• the absence of an operating history;

• insufficient capital;

• expected continual losses for the foreseeable future;

• our ability to anticipate and adapt to a developing market(s);

• acceptance by customers;

• limited marketing experience;

• a competitive environment characterized by well-established and well-capitalized competitors;

• the ability to identify, attract and retain qualified personnel;

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• our ability to provide superior customer service; and

• reliance on key personnel.

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company. We may be unable to successfully overcome these risks which could harm our business.

Our business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully address these risks our business will be harmed.

We may have difficulty in managing our future growth and any associated increased scale of our operations.We expect to expand through both organic growth and acquisitions. Our future expansion may place a significant strain on our managerial, operational, technical and financial resources. In order to better allocate our resources to manage our growth, we must hire, recruit and manage our workforce effectively and implement adequate internal controls in a timely manner. If we are unable to effectively manage our growth and the associated increased scale of our operations, our business, financial condition and results of operations could be materially and adversely affected.

Our business requires significant and continuous capital investment.We will require a high level of capital expenditure in the foreseeable future to fund our future growth. We intend to fund our capital expenditures and future acquisitions out of internal sources of liquidity and/or through access to additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including:

·   our future financial condition, results of operations and cash flows;

·   the condition of the global and domestic financial markets; and

·   changes in the monetary policy of the Hong Kong and PRC governments with respect to bank interest rates and lending practices.

If we require additional funds and cannot obtain them on acceptable terms when required or at a reasonable financing cost or at all, we may be unable to fulfill our working capital needs or expand our business. These or other factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any of these factors may have a material adverse effect on our business, financial condition and results of operations.

Our auditors have expressed substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern. At November 30, 2012, the Company had a working capital deficit of $1,147,794 and net liabilities of $2,499,033. The Company started to generate a net profit of $6,332 during the first three months period ended November 30, 2012 (a net loss of $29,899 for the three months period ended November 30, 2011). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain its operations.

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

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

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

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

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

Foreign Exchange Risk.While our reporting currency is the US Dollar, our revenues, costs and expenses are denominated in HKD. All of our assets are denominated in HKD. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between US Dollars and HKD. If the HKD depreciates against the US Dollar, the value of our HKD revenues, earnings and assets as expressed in our US Dollar financial statements will decline. To date,we have not entered into any foreign exchange forward contracts or similar instruments to attempt to mitigate our exposure to change in foreign currency rates.

Risks Related to Doing Business in Hong Kong and PRC

Substantially all of our assets are located in Hong Kong and substantially all of our revenues are derived from our operations in Hong Kong. We also intend to expand our services to the PRC. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in Hong Kong and the PRC.

The economic, political and social conditions, as well as governmental policies, could affect the financial markets in Hong Kong and our liquidity and access to capital and our ability to operate our business.The Hong Kong economy differs from the economies of most countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. While the Hong Kong economy has experienced significant growth over the past, growth has been uneven, both geographically and among various sectors of the economy. The Hong Kong government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Hong Kong economy, but may also have a negative effect on us. This may encourage other companies with more experience, greater know-how and larger financial resources than we have to compete against us and limit the potential for our growth. Moreover, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

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

If tax benefits currently available to us in Hong Kong were no longer available, our effective income tax rates for our Hong Kong operations could increase.We generate a substantial portion or all our net income from our Hong Kong operations. Our net income could be adversely affected by any change in the current tax laws in Hong Kong.

Future inflation in China may inhibit our ability to conduct business profitably in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our services.

A downturn in the economy of China may slow our growth and profitability. The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business.

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in China. Substantially all of our assets will be located in Hong Kong and our officers and our present directors reside outside of the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised that China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and China would permit effective enforcement of criminal penalties of the Federal securities laws.

We may have difficulty establishing adequate management, legal and financial controls in China, which could impair our planning processes and make it difficult to provide accurate reports of our operating results. China historically has not followed Western style management and financial reporting concepts and practices, and its access to modern banking, computer and other control systems has been limited. Although we will be required to implement internal controls, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in China in these areas. As a result of these factors, we may experience difficulty in establishing the required controls and instituting business practices that meet Western standards, making it difficult for management to forecast its needs and to present the results of our operations accurately at all times. If we are unable to establish the required controls, market makers may be reluctant to make a market in our stock and investors may be reluctant to purchase our stock, which would make it difficult for you to sell any shares of common stock that you may own or acquire.

Because our funds are held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business. Banks and other financial institutions in Hong Kong and the PRC do not provide insurance for funds held on deposit. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our suppliers, employees and other creditors, we may be unable to continue in business.

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

We will incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements, including establishing and maintaining internal controls over financial reporting, and we may be exposed to potential risks if we are unable to comply with these requirements. As a public company we will incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. We have not yet evaluated the internal control systems of Almonds Kisses (BVI) and its subsidiary in order to allow our management to report on our internal controls on a consolidated basis as required by these requirements of SOX 404. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

Chinese companies have historically not adopted a Western style of management and financial reporting concepts and practices, which include strong corporate governance, internal controls and, computer, financial and other control systems. Most of our middle and top management staff are not educated and trained in the Western system, and we may have difficulty hiring new employees in Hong Kong and the PRC with such training. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

In addition, because of recent failures of Chinese businesses and losses sustained by public investors, we are likely to encounter a heightened level of scrutiny from regulators, including the Securities and Exchange Commission, diverting our management’s attention and increasing our costs.

Our management is not familiar with the United States securities laws.Our management is generally unfamiliar with the requirements of the United States securities laws, which could adversely impact our ability to comply with legal, regulatory, and reporting requirements of those laws. Our management may not be able to implement programs and policies in an effective and timely manner to adequately respond to such legal, regulatory and reporting requirements, including the establishment and maintenance of internal control over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Exchange Act, which are necessary to maintain public company status, and could result in investigations by the Securities and Exchange Commission, and other regulatory authorities that could be costly, divert management’s attention and disrupt our business, If we were to fail to fulfill those obligations, our ability to operate as a public company would be in jeopardy, in which event you could lose your entire investment in our company.

There is a limited public trading market for our common stock, which may have an unfavorable impact on our stock price and liquidity. There has been a limited trading market for our common stock in the past and there can be no assurance that a trading market in our shares of common stock will further develop and be sustained. There were no reported trades in our common stock during 2011, 2012 and the first quarter of 2013. The trading market for securities of companies quoted on the OTC Bulletin Board or other quotation systems is substantially less liquid than the average trading market for companies listed on a national securities exchange. The quotation of our shares on the OTC Bulletin Board or other quotation system may result in a less liquid market available for existing and potential shareholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

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

We may, in the future, issue additional shares of our common stock, which would reduce investors' percent of ownership and may dilute our share value.Our Certificate of Incorporation authorizes the issuance of 50 million shares of common stock, of which 25 millionshares have been issued and are outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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

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

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings. The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

· our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;

· changes in financial estimates by us or by any securities analysts who might cover our stock;

· speculation about our business in the press or the investment community;

· significant developments relating to our relationships with our customers;

· stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;

· customer demand for our services;

· investor perceptions of our industry in general and our Company in particular;

· the operating and stock performance of comparable companies;

· general economic conditions and trends;

· announcements by us or our competitors of new services, significant acquisitions, strategic partnerships or divestitures;

· changes in accounting standards, policies, guidance, interpretation or principles;

· loss of external funding sources;

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· sales of our common stock, including sales by our directors, officers or significant stockholders; and

· additions or departures of key personnel.

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

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

Recently adopted SEC rules prohibit a reverse acquisition company from listing on a national securities exchange until the company has been in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange for at least one complete fiscal year. Recently adopted SEC rules seek to improve the reliability of the reported financial results of reverse acquisition companies by requiring a pre-listing “seasoning period” during which the post-reverse acquisition public company must produce financial and other information in connection with its required SEC filings. The company also must maintain a requisite minimum share price for at least 30 of the most recent 60 trading days prior to the date of the initial listing application and the date of listing on any national securities exchange. By virtue of such rules it is unlikely that we will be eligible to list on a national securities exchange for at least one year following the Acquisition of Almonds Kisses BVI, and only if our stock trades above the requisite minimum price in accordance with the listing requirements of the applicable national securities exchange.

PROPERTIES

The Company leases office space in Hong Kong which maintains its principal executive offices located at Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR under an operating lease from June 2012 to June 2013, with a fixed monthly rent expense of approximately $10,576 USD per month. We also maintain a branch office in Shenzhen, PRC located at 19A, Building 1, China Phoenix Building, Futian District, Shenzhen, PRC, and a branch office in Bangkok, Thailand located at Level 8 Zuellig House Building, No. 1-7, Silom Road, Silom Sub-District, Bangrak District, Bangkok 10500 Thailand. Management believes that the facilities are adequate for the Company’s current needs and for the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with Almonds Kisses BVI historical financial statements and notes to those financial statements for the years ended August 31, 2012 and 2011, as well as the quarters ended November 30, 2012 and 2011, that are included elsewhere in this Current Report on Form 8-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward Looking Statements and Business sections in this Form 8-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.

All amounts are in U.S. Dollars unless otherwise noted.

Company Overview

Unless the context otherwise requires, the “Company,” “we,” “us,” and “our” refer to the combined business of 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, and Vantage Advisory Limited, a Hong Kong corporation.

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We are primarily engaged in providing accounting, taxation, company secretarial and consultancy services in Hong Kong and the PRC.

Almonds Kisses Limited (BVI) (“Amonds Kisses BVI”) was incorporated on March 1, 2011 as a limited liability company in the British Virgin Islands. ADGS Advisory Limited (“ADGS”) is a Hong Kong corporation which was incorporated on April 28, 2011 and had been wholly owned by the same group of shareholders until being acquired by Almonds Kisses BVI pursuant to a reorganization completed in 2012 to prepare for the Transaction. Vantage Advisory Limited is a Hong Kong corporation which was incorporated on March 6, 2008 which has been wholly owned by Almonds Kisses (BVI) sine January 2013.

Recent Developments

On April 12, 2013, Life Nutrition Products, Inc. acquired 100% of the issued and outstanding capital stock of Almonds Kisses BVI in exchange for 20,155,000 shares of our common stock, representing in the aggregate approximately 80.1% of our issued and outstanding shares of common stock.

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

Life Nutrition Products, Inc., a Delaware corporation
	100%
Almonds Kisses Limited (BVI), a British Virgin Islands company
	100%

ADGS Advisory Limited,	Vantage Advisory Limited,
a Hong Kong corporation	a Hong Kong corporation

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Basis of presentation

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

The consolidated financial statements include all accounts of the Company and its subsidiary as disclosed in note 1. All material inter-company balances and transactions have been eliminated.

As both the Company and its subsidiaries, ADGS and ADGS Tax are under common control, the financial statements of the Company have been presented as if the receipt of assets and liabilities of the subsidiaries at their net carrying amount been entered into as of March 1, 2011 in accordance with ASC 805-50-15-6. Accordingly, financial information related to periods prior to the assets and liabilities are that of the Company’s subsidiaries.

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Revenue recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the related services are provided and cash is received, the price is fixed or determinable and collectability is reasonably assured. The Company generates its revenues from providing professional services under fixed-fee billing arrangements.

In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a pre-determined set of professional services. Generally, the client agrees to pay a fixed-fee 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.

Purchased intangible assets and goodwill

The Company assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

- significant underperformance relative to historical or projected future operating results;

- significant changes in the manner of use of the acquired assets or the strategy for our overall business;

- identification of other impaired assets within a reporting unit;

- disposition of a significant portion of an operating segment;

- significant negative industry or economic trends;

The intangible assets are amortized using the straight line method over a period of 10 years.

Income taxes

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

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date.

The Company records uncertain tax positions when it is more likely than not that the tax positions will not be sustained.

The Company recognizes interest and penalty related to income tax matters as income tax expense. As of August 31, 2012 and August 31, 2011, there was no penalty or interest recognized as income tax expenses.

Economic and political risks

The major operations of the Company are conducted in Hong Kong, the PRC. Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong's economy may influence the business, financial condition, and results of operations of the Company.

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

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Recently issued accounting standards not yet adopted

The Company has reviewed all recently issued, but not effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the result of its operation.

Principal Components of Our Income Statement

Revenue

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

Operating expenses

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

Director cost of revenue

Our direct cost of revenue primarily consists of commission paid, consultant fees, legal and professional fees, management fees, salaries, secretarial fees and sub-contractor fees.

General and administrative expenses

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

Our operating expenses are positively correlated to our revenue, with the anticipated expansion of our Company, we anticipate the absolute dollars of the operating expenses will increase accordingly.

Other comprehensive income

Other comprehensive income reflects foreign currency translation adjustment according to our accounting policies.

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Year Ended August 31, 2012 compared to Period Ended March 1, 2011 (Inception) to August 31, 2011

The following table presents the consolidated statements of operations of the Company for the year ended August 31, 2012 (“Y2012”) as compared to the results of operations for the period ended March 1, 2011 (Inception) to August 31, 2011 (“P2011”) and the operating results from its predecessor for the period from September 1, 2010 to March 31, 2011.

	For the year ended August 31, 2012			For the period from March 1, 2011 (Inception) to August 31, 2011			Predecessor, For the period from September1 to March 2011
Revenue	$	1,705,024		$	39,452		$	576,337
Less: Operating expenses
Direct cost of revenue		(1,308,729	)		(25,064	)		(142,812	)
General and administrative expenses		(544,710	)		(160,395	)		(355,788	)
Operating (loss)/profit		(148,415	)		(146,007	)		77,737
Other expenses		(47,754	)		-			(15,974	)
Net (loss)/profit		(196,169	)		(146,007	)		61,763
Income tax expenses		-			-			(12,836	)
Other comprehensive income		28			3			-
Total comprehensive (loss)/income		(196,141	)		(146,004	)		48,927
Comprehensive loss attributable to non-controlling interests		22,684			93,420			-
Comprehensive (loss)/income attributable to Almonds Kisses	$	(173,457	)	$	(52,584	)	$	48,927

Revenue

Our business for the Y2012 expanded rapidly. We recorded of $1.7 million for Y2012, representing an increase of $1.7 million as compared to combined results of $0.6 million for Y2011. The increase was primarily due to the acquisition of client bases from various companies such as retiring HKICPA practice, accounting company, and secretarial company.

General and administrative expenses

	For the year ended August 31, 2012			For the period from March 1, 2011 (Inception) to August 31, 2011			Predecessor, For the period from September1 to February 28, 2011			% change
Revenue	$	1,705,024		$	39,452		$	576,337			+177	%
Less: Operating expenses
Direct cost of revenue		(1,308,729	)		(25,064	)		(142,812	)		+679	%
General and administrative expenses		(544,710	)		(160,395	)		(355,788	)		+6	%
Operating (loss)/profit	$	(148,415	)	$	(146,007	)	$	77,737			-117	%

The significant increase in general and administrative expenses is mainly caused by new acquisition of client bases which led to more general and administrative expenses incurred.

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Other expense

Other expense represents the interest expense for the bank loans.

Other comprehensive income

Other comprehensive income represents the foreign currency translation adjustment of $28 and $3 in Y2012 and the combined results of Y2011 respectively.

Liquidity and Capital Resources

As of August 31, 2012, we had cash on hand of $129,001, which represented an increase of $118,094 from $10,907 at August 31, 2011, other current assets of $18,518, and other current liabilities of $954,944. Working capital was in negative balance of $807,425 and the ratio of current assets to current liabilities was 0.15 to 1 as of August 31, 2012.

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, 2012 and 2011, respectively:

	For the year ended August 31, 2012			For the period from March 1, 2011 (Inception) to August 31, 2011			Predecessor, For the period from September1 to February 28, 2011
Cash provided by (used in):
Operating activities	$	(17,320	)	$	985		$	71,156
Investing activities		(94,800	)		(773,903	)		(80,198	)
Financing activities		230,231			862,833			(8,868	)
Effect of change of exchange rates		(17	)		-			-
Cash, beginning of period		10,907			(79,008	)		(61,098	)
Cash, end of period	$	129,001		$	10,907			(79,008	)

Net cash used in operating activities was $17,320 for the year ended August 31, 2012, as compared to net cash provided by operating activities of $72,141 for the combined results of Y2011. The decrease was mainly due to (i) a net loss of $196,169, (ii) a $27,320 utility and other deposits increase driven by moving to a new office, (iii) an increase of $18,518 prepaid expenses for the Company’s transaction pursuant to the Share Exchange Agreement and (iv) an increase of $9,954 accrued liabilities owing to the expenses incurred for the Company’s aforesaid transaction.

Net cash used in investing activities was $94,800 in Y2012, as compared to net cash used in investing activities of $854,101 for the combine results of Y2011. The decrease was mainly due to the purchase of a customer list in 2011 which amounted to $769,270.

Net cash provided by financing activities was $230,231 in Y2012, as compared to the combined results of $853,965 in Y2011. The decrease was caused by the large withdrawal by shareholders which amounted to $2.3 million in Y 2012 despite the inflow of bank loan proceeds of $2.6 million during the same period.

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For the Three Months Ended November 30, 2012 and 2011 (unaudited)

The following table presents the consolidated statements of operations of the Company for the three months ended November 30, 2012 (“2012”) as compared to the results of operations for the three months ended November 30, 2011 (“2011”).

	For the Three Months Ended November 30,
	2012			2011
	(unaudited)			(unaudited)
Revenue	$	609,599		$	183,562
Less: Operating expenses
Direct cost of revenue		(363,431	)		(79,996	)
General and administrative expenses		(210,409	)		(132,089	)
Operating income/(loss)		35,759			(28,523	)
Other expenses		(29,427	)		(1,376	)
Net income/(loss)		6,332			(29,899	)
Other comprehensive (loss)/ income		(51	)		1
Total comprehensive income/(loss)		6,281			(29,898	)
Comprehensive loss attributable to non-controlling interests		5,671			5,670
Comprehensive income/(loss) attributable to Almonds Kisses	$	11,952		$	(24,228	)

Revenue

Our business for the first three months ended November 30, 2012 expanded rapidly. We recorded $0.6 million for the first three months ended November 30, 2012, representing an increase of $0.4 million as compared to $0.2 million for the same period ended November 30, 2011. The increase was primarily due to the acquisition of client bases from various companies such as retiring HKICPA practice, accounting company, and secretarial company. One of the acquisition agreements was signed on April 28, 2011, but there was a time lapse for the clients’ revenue being transferred to us, resulting in a significant increase in November 30, 2012 as compared to November 30, 2011.

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General and administrative expenses

	For the Three Months Ended November 30,						% change
	2012			2011
Revenue	$	609,599		$	183,562			+232	%
Less: Operating expenses
Direct cost of revenue		(363,431	)		(79,996	)		+354	%
General and administrative expenses		(210,409	)		(132,089	)		+59	%
Operating income/(loss)	$	35,759		$	(28,523	)

The significant increase in direct cost of revenue is mainly caused by the increased expenses incurred for consultancy fee, staff salaries and cost of providing insolvency services.

Since there were new acquisitions of client bases, our general and administrative expenses have increased accordingly. One of the acquisition agreements was signed on April 28, 2011, but there was a time lapse for the clients’ revenue being transferred to us, resulting in a significant increase in both revenue and operating expenses in November 30, 2012 as compared to November 30, 2011.

Other expense

Other expense represents the interest expense for the bank loans.

Other comprehensive income

Other comprehensive income represents the foreign currency translation adjustment of $51 and $1 for the three months ended November 30, 2012 and 2011 respectively.

Liquidity and Capital Resources

As of November 30, 2012, we had cash on hand of $171,819, which represent an increase of $42,818 from $129,001 at November 30, 2011, other current assets of $36,290, and other current liabilities of $1,355,903. Working capital was in deficit of $1,147,794 and the ratio of current assets to current liabilities was 0.15 to 0.06 as of November 30, 2012.

The following is a summary of cash provided by or used in each of the indicated type of activities during the three months ended November 30, 2012 and 2011, respectively:

	For the Three Months Ended November 30,
	2012			2011
	(unaudited)			(unaudited)
Cash provided by (used in):
Operating activities	$	129,637		$	30,862
Investing activities		(8,118	)		(458	)
Financing activities		(78,668	)		(23,879	)
Effect of change of exchange rates		(33	)		(26	)
Cash, as of September 1		129,001			10,907
Cash, as of November 30	$	171,819		$	17,406

Net cash generated by operating activities was $129,637 as of November 30, 2012, as compared to net cash provided by operating activities of $30,862 as of November 30, 2011. The increase was mainly due to (i) a net profit of $6,332, (ii) a decrease of $1,283 utility and other deposits, (iii) an increase of $17,768 prepaid expenses due to the expenses prepaid for the Company’s transaction pursuant to the Share Exchange Agreement and (iv) an increase of $85,918 accrued liabilities owing to the expenses incurred for the Company’s aforesaid transaction.

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Net cash used in investing activities was $8,118 in first three months period ended November 30, 2012, as compared to net cash used in investing activities of $458 in the same period ended November 30, 2011. The increase was mainly due to purchase of equipment of $8,118.

Net cash provided by financing activities was $78,668 in first three months ended November 30, 2012, as compared to net cash used in financing activities of $23,879 in the same period ended November 30, 2011. The increase consisted of a total of $1,535,411 increase in bank loans and capital lease, and netting off a total of $43,377 for the repayment of bank loans and capital lease.

Contractual Obligations

The following table sets forth information regarding the Company's contractual payment obligations as of August 31, 2012.

	Payment due by period
Contractual obligations	Total		< 1 year		1 - 3 years		3 - 5 years		> 5 years
Borrowing:
- Capital lease	$	14,599	$	9,615	$	4,984	$	-	$	-
- Bank loan		2,524,985		919,392		378,462		108,410		1,118,721
Operating lease obligation:
- Office rental		319,608		122,063		112,883		84,662		-
Commitment to acquire Vantage		645		645		-		-		-
	$	2,859,837	$	1,051,715	$	496,329	$	193,072	$	1,118,721

Off-Balance Sheet Arrangement

On January 4, 2013, Almonds Kisses (BVI) has become the owner of 100% of the issued and outstanding capital stock of Vantage Advisory Limited (“Vantage”), a Hong Kong corporation.

There are no other 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.

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.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

As a condition to the consummation of the Acquisition, Chu Zhanjun resigned as an officer and director of the Company and Li Gang resigned as a member of our Board of Directors. Concurrent with the consummation of the Acquisition, the Board elected Li Lai Ying, Tso Yin Yee and Pang Yiu Kwong, each of designee of ADGS, to serve on the Board of Directors of the Company effective upon closing. In addition to serving on the Board of Directors, Li Lai Ying has been elected Chairman, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Tso Yin Yee has been elected Chief Operating Officer of the Company.

The following sets forth information about our directors and executive officers:

Name	Age	Position
Li Lai Ying	57	Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Tso Yin Yee	38	Chief Operating Officer and Director
Pang Yiu Kwong	50	Director

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

Tso Yin Yee is our Chief Operating Officer and a Director. She has been Chief Operating Officer and a Director of ADGS 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.

Pang Yiu Kwong is our Director. 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.

There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become directors. Li Lai Ying, the Chairman, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, is the mother of Tong Wing Shan and Tong Wing Yee, who are the two largest shareholders of the Company.

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Involvement in Certain Legal Proceedings

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

EXECUTIVE COMPENSATION

We did not pay and cash or other compensation to our executive officers for the years ended December 31, 2012 and December 31, 2011.

The following summary compensation table set forth information concerning the annual and long-term compensation for services in all capacities to ADGS for the fiscal years ended August 31, 2012 and August 31, 2011 of those persons who were, at August 31, 2012, (i) the chief executive officer and (ii) the other most highly compensated executive officers of ADGS, whose total compensation was in excess of $100,000 (the named executive officers):

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total
Li Lai Yang	2012	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive Officer	2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Tso Yin Yee Chief	2012	$	86,015	$	0	$	0	$	0	$	0	$	0	$	0	$	86,015
Operating Officer	2011	$	39,956	$	0	$	0	$	0	$	0	$	0	$	0	$	39,956

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Compensation of Directors

We did not pay and cash or other compensation to our directors for the years ended December 31, 2012 and December 31, 2011.

Outstanding Equity Awards at Fiscal Year End

For the year ended December 31, 2012, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

Insider Transactions Policies and Procedures

We do not currently have an insider transaction policy.

Code of Ethics

We have adopted a code of ethics which is applicable to all directors, officers and employees of the Company to promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC, as well as other public communications made by or on behalf of the Company.

Director Independence

We are not currently a “listed company” under SEC rules and are therefore not required to have a Board comprised of a majority of independent directors or separate committees comprised of independent directors. We currently do not have any independent directors as the term “independent” is defined by the rules of the Nasdaq Stock Market.

Board Committees

We do not have an audit, compensation, nominating or other committees of the Board of Directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership of our common stock as of April 12, 2013, after giving effect to the Exchange Agreement by (i) any person or group with more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all such executive officers and directors as a group. Except as indicated in the footnotes to the table below, the address of each of the beneficial owners named in the table below is in care of our company, Units 2611-13A, 26/F, 113 Argyle Street, Mongkok, Kowloon, Hong Kong, SAR. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is as of April 12, 2013 based upon 25,000,000 shares of common stock outstanding. Shares of common stock have one vote per share.

				Percent(1)
Name and Address	Shares Owned			of Class
Tong Wing Shan		9,069,750			36.3	%
Tong Wing Yee		9,069,750			36.3	%
Li Lai Ying		0	(2)		0	%
Tso Yin Yee		655,037			2.6	%
Pang Yiu Kwong		503,875			2.0	%
All Directors & Officers
as a Group (3 persons)		1,158,912			4.6	%

(1) Based upon 25,000,000 issued and outstanding shares of common stock.

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

Changes in Control

As a result of the Acquisition, Tong Wing Yee and Tong Wing Shan, as the former majority owners of Almonds Kisses (BVI), beneficially own approximately 72.6% of our common stock, and as a result have the ability to control the policies and management our company, as well as determine matters requiring stockholder approval, including decisions regarding mergers, consolidations, the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

Chu Zhanjun resigned as an officer of the Company, effective with the consummation of the Acquisition, and, Chu Zhanjun and Li Gang resigned as members of our Board of Directors, also effective with the consummation of the Acquisition. Concurrent with the consummation of the Acquisition, the Board elected Li Lai Ying as our Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and Tso Yin Yee as the Chief Operating Officer of the Company, and elected Li Lai Ying, Tso Yin Yee and Pang Yiu Kwong to our Board of Directors. The Company previously mailed to stockholders on or about March 15, 2013 a Schedule 14f-1 Information Statement advising of the proposed change in control of our Board of Directors. For information concerning our new directors and executive officers, see Item 2.01 – “Directors and Executive Officers.”

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue up to 50,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. Shareholders do not have preemptive rights to purchase shares in any future issuance of our common stock

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on its ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing shareholders will be diluted.

As of April 12, 2013, we had outstanding 25,000,000 shares of common stock.

Preferred Stock

We are authorized to issue up to 2,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each series, may fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control.

As of April 12, 2013, we had no outstanding shares of preferred stock.

Anti-takeover Effects of Our Certificate of Incorporation and By-laws

Our Certificate of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing its board of directors and management. According to our Bylaws and Certificate of Incorporation, neither the holders of the Company’s common stock nor the holders of the Company’s preferred stock have cumulative voting rights in the election of our directors. The combination of the present ownership by a few stockholders of a significant portion of the Company’s issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace the Company’s board of directors or for a third party to obtain control of the Company by replacing its board of directors.

Anti-takeover Effects of Delaware Law

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

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 prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section 203; or

 at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our certificate of incorporation could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is traded in the over-the-counter market and since January 20, 2009 has been quoted on the OTC Bulletin Board under the symbol “LIPN”. For the periods indicated, the following table sets forth the high and low sales prices per share of common stock. There were no reported trades in our common stock during 2011, 2012 and the first quarter of 2013.

Year ended December 31, 2011	High		Low
Jan, 1, 2011 to March 31, 2011	$	0.00	$	0.00
April 1, 2011 to June 30, 2011	$	0.00	$	0.00
July 1, 2011 to Sept. 30, 2011	$	0.00	$	0.00
Oct. 1, 2011 to Dec. 31, 2011	$	0.00	$	0.00
Year ended December 31, 2012	High		Low
Jan, 1, 2012 to March 31, 2012	$	0.00	$	0.00
April 1, 2012 to June 30, 2012	$	0.00	$	0.00
July 1, 2012 to Sept. 30, 2012	$	0.00	$	0.00
Oct. 1, 2012 to Dec. 31, 2012	$	0.00	$	0.00
Year ending December 31, 2013	High		Low
Jan, 1, 2013 to March 31, 2013	$	0.00	$	0.00

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Holders

As of April 12, 2013, there were approximately 50 record holders of our common stock.

Penny Stock Regulations

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may 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.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Rule 144

Prior to completion of the Transaction, we were considered a shell company. As a result, we are subject to the provisions of Rule 144(i) which limit reliance on Rule 144 by shareholders owning stock in a shell company. Under current interpretations, unregistered shares issued after we first became a shell company cannot be resold under Rule 144 until the following conditions were met:

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

Dividends

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

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

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RECENT SALES OF UNREGISTERED SECURITIES

During the first quarter of 2013, and as a condition to the closing of the Acquisition, we issued 750,000 shares of common stock to Wang Yu Long, a designee of Conqueror, in exchange for funds advanced and other loans made by Conqueror to the Company prior to the date thereof. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act and Regulation S thereunder. Wang Yu Long is not a “US Person” (as defined in Rule 902 of Regulation S) and the certificate representing the shares issued has been endorsed with a restrictive legend consistent with that exemption.

On April 12, 2013, we issued an 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 BVI. The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act and Regulation S thereunder. None of such fomer 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.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a corporation to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Company’s certificate of incorporation includes a provision that eliminates the personal liability of its directors for breach of their fiduciary duty as directors to the maximum extent permitted by law.

The Delaware General Corporation Law and the Company’s Bylaws provide for indemnification of the Company’s officers and directors for liabilities and expenses that they may incur in such capacities. In general, the Company’s directors and officers are indemnified with respect to actions taken in good faith and in a manner such person believed to be in the Company’s best interests, and with respect to any criminal action or proceedings, actions that such person has no reasonable cause to believe were unlawful.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the certificate of incorporation of the Company generally provides that the Company may indemnify any person who is or was a director, officer, employee or agent of the Company if such person acted in good faith and in a manner he reasonably believed to be in the best interests of the Company, but no indemnification shall be made as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless any only to the extent that the court in which such action or suit was brought determines that such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper. Also, the certificate of incorporation provides that the Company is authorized to obtain insurance to indemnify such persons.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our certificate of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

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LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which 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. 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 3.02   Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth Item 2.01 of this report under the caption “Recent Sales of Unregistered Securities,” which disclosure is incorporated by reference into this section.

Item 5.01 Changes in Control of Registrant

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the Acquisition, the former shareholders of Almonds Kisses BVI beneficially own approximately 80.1% of our common stock, and as a result have the ability to control the policies and management our company, as well as determine matters requiring stockholder approval, including decisions regarding mergers, consolidations, the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers

Chu Zhanjun resigned as an officer of the Company, effective with the consummation of the Acquisition, and, Chu Zhanjun and Li Gang resigned as members of our Board of Directors, also effective with the consummation of the Acquisition. Concurrent with the consummation of the Acquisition, the Board elected Li Lai Ying as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and Tso Yin Yee as the Chief Operating Officer of the Company, and elected Li Lai Ying, Tso Yin Yee and Pang Yiu Kwong to our Board of Directors. The Company previously mailed to stockholders on or about March 15, 2013 a Schedule 14f-1 Information Statement advising of the proposed change in control of our Board of Directors.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective April 12, 2013, we changed our fiscal year from December 31 to August 31, the same fiscal year end of Almonds Kisses BVI.

Section 5.06   Change in Shell Company Status

Reference is made to the disclosure set forth under Item 1.01 and 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the consummation of the Exchange Agreement, we ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

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Item 9.01    Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired   Filed herewith as Exhibits 99.1 and 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.

(c)  Exhibits

Exhibit No.	Description
2.1 (1)	Share Exchange Agreement whereby Life Nutrition Products, Inc. merged with and into Life Nutrition Products, LLC on or about September 24, 2007
3.1(1)	Certificate of Incorporation
3.2 (1)	By-laws
4.1 (1)	Specimen of Common Stock Certificate
10.1 (2)	Share Exchange Agreement dated as of September 7, 2010 by and among Life Nutrition Products, Inc., Conqueror Group Limited and Acumen Charm Ltd.
10.2 (3)	Share Exchange Agreement dated as of December 7, 2012 by and among Life Nutrition Products, Inc., ADGS Advisory Limited and ADGS Advisory (Holding) Limited
10.3 (4)	Amendment to Share Exchange Agreement dated as of March 28, 2013
10.4 (4)	Extension Agreement dated as of March 28, 2013
14.1 (1)	Code of Ethics
21.1 *	List of Subsidiaries
99.1 *	Consolidated Financial Statements of Almonds Kisses Limited for the year ended August 31, 2012 and from March 1, 2011 (inception) to August 31, 2011 (Audited)
99.2 *	Consolidated Financial Statements of Almonds Kisses Limited for the period ended November 30, 2012 (Unaudited)
99.3 *	Unaudited Pro Forma Financial Information

___________

*           Filed herewith.

(1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed on July 21, 2008 (SEC File No. 333-152432), and incorporated by reference herein.

(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 8, 2010, and incorporated by reference herein.

(3) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 13, 2012, and incorporated by reference herein.

(4) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 4, 2013, and incorporated by reference herein.

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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.

	LIFE NUTRITION PRODUCTS, INC. (Registrant)
Dated:   April 12, 2013	By:	/s/ Li Lai Ying
		Li Lai Ying
		Chief Executive Officer

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EX-21.1

EXHIBIT 21.1

List of Subsidiaries of Life Nutrition Products, Inc.

Direct and indirect wholly-owned subsidiaries:

Almonds Kisses Limited, a British Virgin Islands company

ADGS Advisory Limited, a Hong Kong corporation

Vantage Advisory Limited, a Hong Kong corporation

EX-99.1

EXHIBIT 99.1

ALMONDS KISSES LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED AUGUST 31, 2012 AND

FROM MARCH 1, 2011 (INCEPTION) TO AUGUST 31, 2011

ALMONDS KISSES LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED AUGUST 31, 2012 AND

FROM MARCH 1, 2011 (INCEPTION) TO AUGUST 31, 2011

CONTENTS	Pages
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets	1
Consolidated Statements of Income
Consolidated Statements of Operations	2
Consolidated Statements of Comprehensive Income	3
Consolidated Statements of Changes in Stockholders’ Equity	4
Consolidated Statements of Cash Flows	5
Notes to the Consolidated Financial Statements	6 - 17

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF

ALMONDS KISSES LIMITED

We have audited the accompanying consolidated balance sheets of Almonds Kisses Limited (the “Company”) as of August 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, statement of changes in owners’ equity, and cash flows for the year ended August 31, 2012 and for the period from March 1, 2011 (Inception) to August 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Almonds Kisses Limited as of August 31, 2012 and 2011 and the results of its operations and its cash flows for the year ended August 31, 2012 and for the period from March 1, 2011 (Inception) to August 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses during 2012 and 2011, and has relied on debt financings to fund their operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ UNION POWER HK CPA LIMITED

UNION POWER HK CPA LIMITED

(Formerly known as H.K. Great Wall C.P.A. Ltd.)

Certified Public Accountants

Hong Kong, People Republic of China

February 25, 2013.

ALMONDS KISSES LIMITED

CONSOLIDATED BALANCE SHEETS

(IN US DOLLARS)

	August 31, 2012			August 31, 2011
Assets
Current assets
Cash	$	129,001		$	10,907
Prepaid expenses		18,518			-
Total current assets		147,519			10,907
Non-current assets
Property and equipment, net		93,350			3,706
Equity-method investment		379,693			390,542
Intangible assets		974,359			1,153,876
Utility and other deposits		36,299			8,979
Total non-current assets		1,483,701			1,557,103
Total assets	$	1,631,220		$	1,568,010
Liabilities and stockholders' equity
Current liabilities
Assets held under capital lease	$	9,615		$	-
Due to stockholders		-			2,051,460
Accrued liabilities		25,937			15,983
Bank loans - current portion		919,392			-
Total current liabilities		954,944			2,067,443
Non-current liabilities
Bank loans - net of current portion		1,605,593			-
Assets held under capital lease, net of current portion		4,984			-
Total non-current liabilities		1,610,577			-
Total liabilities		2,565,521			2,067,443
Commitments and contingencies
Stockholders' equity
Common stock,
Common stock, 50,000 shares authorized with US$1.00 par value;
50,000 and 50,000 shares issued and
outstanding as of August 31, 2012 and
2011, respectively		50,000			50,000
Subscription receivable		(50,000	)		(50,000	)
Due from stockholders		(241,036	)		-
Accumulated deficit		(579,757	)		(406,272	)
Accumulated other comprehensive (loss)/income		31			3
Total Almonds Kisses stockholders' equity		(820,762	)		(406,269	)
Non-controlling interest		(113,539	)		(93,164	)
Total liabilities and stockholders' equity	$	1,631,220		$	1,568,010

See notes to consolidated financial statements.

1

ALMONDS KISSES LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN US DOLLARS)

	For the year ended August 31,			For the period from March 1, 2011 (Inception) to August 31,			Predecessor September 1, 2010 to February 28, 2011
	2012			2011
Revenue	$	1,705,024		$	39,452		$	576,337
Less: Operating expenses:
Direct cost of revenue		(1,308,729	)		(25,064	)		(142,812	)
General and administrative expenses		(544,710	)		(160,395	)		(355,788	)
Total operating expenses		(1,853,439	)		(185,459	)		(498,600	)
Operating (loss)/profit		(148,415	)		(146,007	)		77,737
Other expense:
Interest expenses		(47,754	)		-			(15,974	)
(Loss)/profit before income taxes		(196,169	)		(146,007	)		61,763
Less: Income tax expense		-			-			(12,836	)
Net (loss)/profit before allocation of non-controlling interest	$	(196,169	)	$	(146,007	)	$	48,927
Net loss attributable to non-controlling interest		22,684			93,420			-
Net (loss)/profit attributable to common stockholders	$	(173,485	)	$	(52,587	)	$	48,927
Loss per share
- Basic and diluted	$	(3.47	)	$	(1.05	)
Weighted average common shares outstanding
- Basic and diluted		50,000			50,000

See notes to consolidated financial statements.

2

ALMONDS KISSES LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN US DOLLARS)

	For the year ended August 31,			For the period from March 1, 2011 (Inception) to August 31,			Predecessor September 1, 2010 to February 28, 2011
	2012			2011
Net (loss)/profit	$	(196,169	)	$	(146,007	)	$	48,927
Other comprehensive income
Foreign currency translation adjustment		28			3			-
Comprehensive loss		(196,141	)		(146,004	)		48,927
Add: Comprehensive loss attributable to non-controlling interests		22,684			93,420			-
Comprehensive (loss)/profit attributable to Almonds Kisses	$	(173,457	)	$	(52,584	)		48,927

See notes to consolidated financial statements.

3

ALMONDS KISSES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(IN US DOLLARS)

	Common Stock, with US$1.00 Par Value										Accumulated Other					Non-
	Number of				Subscription			Due from			Comprehensive		Accumulated			controlling			Total
	Shares		Amount		receivable			shareholders			(loss)/income		Losses			Interest			Equity
Balance as of September 1, 2010		-	$	-	$	-		$	-		$	-	$	(339,088	)	$	256		$	(338,832	)
Net loss		-		-		-			-			-		(14,597	)		-			(14,597	)
Balance as of February 28, 2011		-	$	-	$	-		$	-		$	-	$	(353,685	)	$	256		$	(353,429	)
Issue of capital		50,000		50,000		(50,000	)		-			-		-			-			-
Net loss		-		-		-			-			-		(52,587	)		(93,420	)		(146,007	)
Foreign translation gain		-		-		-			-			3		-			-			3
Balance as of August 31, 2011		50,000	$	50,000	$	(50,000	)	$	-		$	3	$	(406,272	)	$	(93,164	)	$	(499,433	)
Capital increased in non-controlling interest		-		-		-			-			-		-			2,309			2,309
Loans to shareholders		-		-		-			(241,036	)		-		-			-			(241,036	)
Net loss		-		-		-			-			-		(173,485	)		(22,684	)		(196,169	)
Foreign translation gain		-		-		-			-			28		-			-			28
Balance as of August 31, 2012		50,000	$	50,000	$	(50,000	)	$	(241,036	)	$	31	$	(579,757	)	$	(113,539	)	$	(934,301	)

See notes to consolidated financial statements.

4

ALMONDS KISSES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US DOLLARS)

	For the year ended August 31,			For the period from March 1, 2011 (Inception) to August 31,			Predecessor September 1, 2010 To February 28
	2012			2011			2011
Cash flows from operating activities:
Net (loss)/profit	$	(173,485	)	$	(52,587	)	$	48,927
Add: Net loss attributable to non-controlling interest		(22,684	)		(93,420	)		-
		(196,169	)		(146,007	)	$	48,927
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of property and equipment		23,516			927			24,835
Depreciation of equity-method investment		10,849			10,849			6,328
Loss on disposal of property and equipment		872			-			-
Amortization of intangible assets		179,496			128,211			59,832
Changes in assets and liabilities:
Utility and other deposits		(27,320	)		(8,979	)		-
Accounts receivable		-			-			50,364
Prepaid expenses		(18,518	)		-			(3,117	)
Income tax payable		-			-			12,836
Accrued liabilities		9,954			15,984			(128,849	)
Net cash (used in)/provided by operating activities		(17,320	)		985			71,156
Cash flows from investing activities:
Cash paid for property and equipment		(94,800	)		(4,633	)		(80,198	)
Payment of purchases of intangible assets		-			(769,270	)		-
Net cash used in investing activities		(94,800	)		(773,903	)		(80,198	)
Cash flows from financing activities:
Due to stockholders		(2,290,252	)		862,833			(2,016,387	)
Proceeds from bank loans		2,571,199			-			1,943,663
Repayment of bank loans		(46,085	)		-			-
Proceeds from capital lease		-			-			63,856
Repayment of capital lease		(4,631	)		-			-
Net cash provided by financing activities		230,231			862,833			(8,868	)
Net increase/(decrease) in cash		118,111			89,915			(17,910	)
Effect on change of exchange rates on cash		(17	)		-			-
Cash as of the beginning of the year/period		10,907			(79,008	)		(61,098	)
Cash as of the end of year/period	$	129,001		$	10,907		$	(79,008	)
Supplemental disclosures of cash flow information:
Capital lease addition	$	-		$	19,232		$	-
Cash paid during the year/period for:
Bank loan interest paid	$	47,322		$	-		$	-
Capital lease interest	$	422		$	-		$	-
Income tax paid	$	-		$	-		$	-

See notes to consolidated financial statements.

5

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

1.   Description of business and organization

Nature of operations

Almonds Kisses Limited ("Almonds" or “the Company”) is a holding company and, through its subsidiaries and group company, primarily engage in providing accounting, taxation, company secretarial and consultancy services. The Company together with its subsidiaries and its equity-method investment, are collectively referred to as the “Group”.

Reorganization

The Company was incorporated on March 1, 2011 as a limited liability company in British Virgin Island. ADGS Advisory Limited (“ADGS) and its subsidiary and equity-method investment, were limited companies incorporated in Hong Kong had been wholly owned by the same group of shareholders until being acquired by Almonds pursuant to a reorganization (“Reorganization”) to prepare for the listing of the Company’s shares on a stock exchange.

Details of the Company’s subsidiary and equity-method investment which are included in these consolidated financial statements are as follows:

Subsidiary’s name	Place and date of incorporation	Percentage of ownership by the Company	Principal activities
ADGS Advisory Limited “ADGS”	Hong Kong, People's Republic of China (“PRC”) April 28, 2011	100%	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)	Holding company
Dynamic Golden Limited “Dynamic”	Hong Kong, PRC April 16, 2004	30% (through ADGS Tax)	Property holding company

The Company also operates branches in Shenzhen, PRC and Bangkok, Thailand. The branches are set up to attract potential clients to go to Hong Kong and establish companies. A full range of services could be provided to these clients.

6

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

2.   Summary of significant accounting policies

Basis of presentation

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

The consolidated financial statements include all accounts of the Company and its subsidiary as disclosed in note 1.  All material inter-company balances and transactions have been eliminated.

As both the Company and its subsidiaries, ADGS and ADGS Tax are under common control, the financial statements of the Company have been presented as if the receipt of assets and liabilities of the subsidiaries at their net carrying amount been entered into as of March 1, 2011 in accordance with ASC 805-50-15-6. Accordingly, financial information related to periods prior to the assets and liabilities are that of the Company’s operating subsidiaries.

The accompanying financial statements are presented on a going concern basis. At August 31, 2012, the Company had a working capital deficit of $807,425 and net liabilities of $934,301. The Company generated a net loss of $196,169 and $146,007 during the years ended August 31, 2012 and for the period from March 1, 2011 (Inception) to August 31, 2011, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's independent registered public accounting firm's report on the financial statements as of and for the year ended August 31, 2012, contained an explanatory paragraph regarding the Company's ability to continue as a going concern. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain its operations.

Foreign currency translation

The Group uses United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The subsidiary within the Company maintain its books and records in their respective functional currency, Hong Kong dollars (“HK$”), being the lawful currency in Hong Kong, respectively. Assets and liabilities of the subsidiary 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:

	2012	2011
Balance sheet items, except for equity accounts	HK$7.8000=$1	HK$7.7998=$1
Items in statements of income and cash flows	HK$7.7996=$1	HK$7.7996=$1

7

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

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

Revenue recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the related services are provided and cash is received, the price is fixed or determinable and collectability is reasonably assured. The Group generates its revenues from providing professional services under fixed-fee billing arrangements.

In fixed-fee billing arrangements, the Group agrees to a pre-established fee in exchange for a pre-determined set of professional services. Generally, the client agrees to pay a fixed-fee 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.

Direct cost of revenue

Direct cost of revenues 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.

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, 2012 and 2011.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value.

The estimated useful lives of the assets are as follows:

	Estimated Life
Leasehold improvement	5 years
Furniture and fixtures	5 years
Office equipment	5 years
Motor vehicles	5 years

8

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

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

Equity-method investment

Affiliated companies, in which the Company has significant influence, but not control, are accounted for equity-method investment. Equity-method investment adjustments include the Company’s proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, adjustments to recognize certain differences between the Company’s carrying value and the Company’s equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Gain or losses are realized when such investments are sold.

Non-controlling interest

Non-controlling interests represents the 20% interest in ADGS Tax not owned by Almonds.

Purchased intangible assets and goodwill

The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review.  Factors considered important which could trigger a review include:

- significant underperformance relative to historical or projected future operating results;

- significant changes in the manner of use of the acquired assets or the strategy for our overall business;

- identification of other impaired assets within a reporting unit;

- disposition of a significant portion of an operating segment;

- significant negative industry or economic trends;

The intangible assets are amortized using the straight line method over a period of 10 years.

Assets under capital lease

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease.  The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease.

Comprehensive income

Comprehensive income includes net income and also considers the effect of other changes to stockholders' equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders' equity.  The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income.

9

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

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

Earnings per share

Basic earnings per share is computed on the basis of the weighted-average number of shares of the Company’s common stock outstanding during the fiscal years. Diluted earnings per share is computed on the basis of the weighted-average number of shares of the common stock plus any effect of dilutive potential common shares outstanding during the period using the if-converted method.

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 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.

The Group recognizes interest and penalty related to income tax matters as income tax expense. As of August 31, 2012 and August 31, 2011, there was no penalty or interest recognized as income tax expenses.

Employee benefits

i)   Salaries, wages, annual bonuses, paid annual leave and staff welfare are accrued in the year in which the associated services are rendered by employees of the Group. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

ii)   Contributions to appropriate local contribution retirement schemes pursuant to the relevant labor rules and regulations in Hong Kong which are charged to the cost of sales and general and administrative expenses in the statement of operation as and when the related employee service is provided. The Group incurred $13,300 and $Nil for the year ended August 31, 2012 and period from March 1, 2011 (Inception) to August 31, 2011, respectively.

10

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

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

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurement and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.  In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.  These inputs are further defined as observable and unobservable inputs.  Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Group.  Unobservable inputs reflect the Group’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access. Valuation adjustments and block discounts are not being applied.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Group’s financial instruments consist principally of cash, accounts receivable, accounts payable, bank loans, and accrued liabilities. None of which are held for trading purposes. Pursuant to ASC 820, the fair value of the Group's cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Group believes that the carrying amounts of all of the Group's other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

3.   CASH

Cash represents cash in bank and cash on hand. Cash as of August 31, 2012 and 2011 consists of the following:

	August 31,		August 31,
	2012		2011
Bank balances and cash	$	129,001	$	10,907

All cash was kept in Hong Kong, PRC.  In Hong Kong, there is currently no rule or regulations mandating on obligatory insurance of bank account.  Management believes these financial institutions are of high credit quality.

11

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

4.   DUE FROM STOCKHOLDERS

The amounts due from shareholders are interest free, unsecured and repayable on demand.

5.   PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	August 31,			August 31,
	2012			2011
Leasehold improvement	$	78,251		$	1,090
Furniture and fixtures		4,560			3,543
Office equipment		6,730			-
Motor vehicle		28,034			-
		117,575			4,633
Less: Accumulated depreciation		(24,225	)		(927	)
	$	93,350		$	3,706

Depreciation expense for the year ended August 31, 2012 and period ended from March 1, 2011 (Inception) to August 31, 2011 amounted to $23,516 and $927 respectively.

Included in motor vehicle of the Group, the net carrying amount of $22,427 (2011: $Nil) is under capital lease with the related depreciation charge for the year ended August 31, 2012 of $5,607 and period ended March 1, 2011 (Inception) to August 31, 2011 of $Nil.

6.   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 $28,034 at August 31, 2012. 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, 2012, are as follows:

	Amount
Year ending August 31,
2013	$	10,106
2014		5,053
Thereafter		-
Total minimum lease payment	$	15,159
Less: Imputed interest		(560	)
Present value of net minimum lease payments	$	14,599
Less: Current maturities of capital leases obligations		(9,615	)
Long-term capital leases obligations	$	4,984

12

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

7.   INTANGIBLE ASSET

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

The intangible assets are amortized using the straight line method over a period of 10 years.  Amortization expenses for the year ended August 31, 2012 is $179,496 and for the period from March 1, 2011 (Inception) to August 31, 2011 is $128,211.

8.   INCOME TAXES EXPENSES

The entities within the Group file separate tax returns in the respective tax jurisdictions that they operate.

The Company is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets.

The Company's subsidiary, ADGS is domiciled in Hong Kong and subject to statutory profits tax of 16.5% if it incurred revenue and profits in Hong Kong.

No provision for Hong Kong profits tax has been made as ADGS sustained tax losses for the year/period ended August 31, 2012 and 2011.

The Company's income tax for the years ended August 31, 2012 and for the period from March 1, 2011 (Inception) to August 31, 2011 can be reconciled to the income before income tax expenses in the statement of operations as follows:

	For the year ended August 31, 2012			For the period from March 1, 2011 to August 31, 2011
Losses before tax	$	(196,169	)	$	(146,007	)
Expected Hong Kong income tax expense
at statutory tax rate of 16.5%	$	-		$	-
Actual income tax expense	$	-		$	-

13

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

8.   INCOME TAXES EXPENSES (…../Cont’d)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	For the year ended August 31, 2012		For the period from March 1, 2011 to August 31, 2011
Deferred tax asset:
Unrecognized tax losses	$	26,111	$	3,348
Deferred tax liability:
Difference between book and tax depreciation	$	7,081	$	336

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 for the year ended August 31, 2012 and for the period from March 1, 2011 to August 31, 2011, no deferred tax asset has been provided in the accounts.

14

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

9.   BANK LOANS

The details of the short term bank loans outstanding as of August 31, 2012 are as follows:

Name of bank	Outstanding loan amount	Current annualized interest rate	Nature of loans	Term of loans	Collateral
Shanghai Commercial Bank ("SCB")	US$1,037,480 (HK$8,092,342)	SCB annual rate of 3%	Term loan	January 30, 2012 to December 31, 2035	Property and personal guarantee from related party and third party
Shanghai Commercial Bank ("SCB")	US$252,781 (HK$1,971,696)	SCB annual rate of 6.25%	Term loan	July 9, 2012 to July 9, 2017	Property and personal guarantee from related party and third party
Shanghai Commercial Bank ("SCB")	US$251,184 (HK$1,959,236)	SCB annual rate of 3.5%	Term loan	January 30, 2012 to January 30, 2032	Property and personal guarantee from related party and third party
Shanghai Commercial Bank ("SCB")	US$769,231 (HK$6,000,000)	SCB annual rate of 0.75% over prime or annual rate of 2% over the overnight HIBOR, whichever is higher	Revolving loan		Property and personal guarantee from related party and third party
Hang Seng Bank ("HSB")	US$173,748 (HK$1,355,232)	HSB monthly rate of 0.38%	Term loan	June 27, 2012 to June 26, 2017	Property and personal guarantee from related party and third party
Hitachi Capital (HK) Ltd("HC")	US$40,561 (HK$316,372)	HC annual rate of 6.98%	Term loan	June 29, 2012 to November 25, 2013	Personal guarantee from related party
	$          2,524,985

Interest expenses for the year ended August 31, 2012 and period from March 1, 2011 (Inception) to August 31, 2011 amounted to $47,754 and $Nil respectively.

Bank loans repayment schedule is as follows:

	August 31, 2012		August 31, 2011
Year ending August 31,
2013	$	919,392	$	-
2014		138,580		-
2015		117,104		-
2016		122,778		-
2017		108,410		-
Thereafter		1,118,721		-
	$	2,524,985	$	-

The bank loans as outlined in the aforementioned tables are secured by the directors' and third parties' properties and personal guarantees. The proceeds of the loans were used to finance the working capital of the Group.

15

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

10.   CONCENTRATIONS OF RISK

The Group's credit risk is somewhat limited due to a relatively large customer base. During the year/period ended August 31, 2012 and 2011, the Group had no customer which accounted for 10% or more of total revenue.

11.   COMMITMENTS AND CONTINGENCIES

Commitments and contingencies

(a)   In the normal course of business, the Group is subject to contingencies, including legal proceedings and claims arising out of the normal course of businesses that relate to a wide range of matters. The Group records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, evidence and the specifics of each matter. As management has not become aware of any liability claims arising from any incident over the year, the Group has not recognized a liability claims, no contingent liability has been recorded as of August 31, 2012 and 2011.

(b)   Rental expense amounted to $134,199 (HK$1,046,699) for the year ended August 31, 2012. The total future minimum lease payments under non-cancellable operating leases with respect to premises as of August 31, 2012 are payable as follows:

Year Ended August 31,	Rental
2013	$	122,063
2014		112,883
2015		84,662
2016		-
2017		-
Over five years		-
	$	319,608

Economic and political risks

(c)   The major operations of the Group are conducted in Hong Kong, the PRC.  Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong's economy may influence the business, financial condition, and results of operations of the Company.

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

16

ALMONDS KISSES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

12.   SUBSEQUENT EVENTS

In January 2013, the Group acquired 100% shareholding of Vantage Advisory Limited, a Hong Kong incorporated limited company, for purchase consideration of about US$645 (HK$5,000). Vantage Advisory Limited is one of the nine firms in Hong Kong which has appointed as Joint and Several Provisional Liquidators under Panel ‘T’ by Official Receiver’s Officer under the Government of Hong Kong Special Administrative Region.

17

EX-99.2

EXHIBIT 99.2

ALMONDS KISSES LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2012 (UNAUDITED)

ALMONDS KISSES LIMITED

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	Pages
Condensed Consolidated Balance Sheets at November 30, 2012 (Unaudited) and August 31, 2012	1
Condensed Consolidated Statements of Income for Three Months Ended November 30, 2012 and 2011 (Unaudited)	2
Condensed Consolidated Statements of Comprehensive Income for Three Months Ended November 30, 2012 and 2011 (Unaudited)	3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for Three Months Ended November 30, 2012 and 2011 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for Three Months Ended November 30, 2012 and 2011 (Unaudited)	5
Notes to the Condensed Consolidated Financial Statements (Unaudited)	6 - 19

ALMONDS KISSES LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN US DOLLARS)

	November 30, 2012			August 31, 2012
	(Unaudited)
Assets
Current assets
Cash	$	171,819		$	129,001
Prepaid expenses		36,290			18,518
Total current assets		208,109			147,519
Non-current assets
Property and equipment, net		95,183			93,350
Equity-method investment		376,982			379,693
Intangible assets		929,595			974,359
Utility and other deposits		35,022			36,299
Total non-current assets		1,436,782			1,483,701
Total assets	$	1,644,891		$	1,631,220
Liabilities and stockholders' equity
Current liabilities
Assets held under capital lease	$	12,242		$	9,615
Accrued liabilities		111,865			25,937
Bank overdrafts and loans - current portion		1,231,796			919,392
Total current liabilities		1,355,903			954,944
Non-current liabilities
Bank loans - net of current portion		2,788,021			1,605,593
Assets held under capital lease, net of current portion		-			4,984
Total non-current liabilities		2,788,021			1,610,577
Total liabilities		4,143,924			2,565,521
Commitments and contingencies Stockholders' equity
Common stock,
Common stock, 50,000 shares authorized with US$1.00 par value;
50,000 and 50,000 shares issued,
50,000 and 50,000 shares outstanding as of
November 30, 2012 and August 31, 2012, respectively		50,000			50,000
Subscription receivable		(50,000	)		(50,000	)
Due from stockholders		(1,812,049	)		(241,036	)
Accumulated deficit		(567,754	)		(579,757	)
Accumulated other comprehensive (loss)/income		(20	)		31
Total Almonds Kisses stockholders' equity		(2,379,823	)		(820,762	)
Non-controlling interest		(119,210	)		(113,539	)
Total liabilities and stockholders' equity	$	1,644,891		$	1,631,220

See notes to condensed consolidated financial statements. (Unaudited)

1

ALMONDS KISSES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN US DOLLARS)

	For the Three Months Ended November 30,
	2012			2011
Revenue	$	609,599		$	183,562
Less: Operating expenses:
Direct cost of revenue		(363,431	)		(79,996	)
General and administrative expenses		(210,409	)		(132,089	)
Total operating expenses		(573,840	)		(212,085	)
Operating income/(loss)		35,759			(28,523	)
Other expense:
Interest expenses		(29,427	)		(1,376	)
Profit/(loss) before income taxes		6,332			(29,899	)
Less: Income tax expense		-			-
Net profit/(loss) before allocation of non-controlling interest	$	6,332		$	(29,899	)
Net loss attributable to non-controlling interest		5,671			5,671
Net income/(loss) attributable to common stockholders	$	12,003		$	(24,228	)
Earnings/(Loss) per share
- Basic and diluted	$	0.24		$	(0.48	)
Weighted average common shares outstanding
- Basic and diluted		50,000			50,000

See notes to condensed consolidated financial statements. (Unaudited)

2

ALMONDS KISSES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

( IN US DOLLARS)

	For the Three Months Ended November 30,
	2012			2011
Net income/(loss)	$	6,332		$	(29,899	)
Other comprehensive income
Foreign currency translation adjustment		(51	)		1
Comprehensive income/(loss)		6,281			(29,898	)
Add: Comprehensive loss attributable to non-controlling interests		5,671			5,670
Comprehensive income/(loss) attributable to Almonds Kisses	$	11,952		$	(24,228	)

See notes to condensed consolidated financial statements. (Unaudited)

3

ALMONDS KISSES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

(IN US DOLLARS)

	Common Stock, with US$1.00 Par Value							Due			Accumulated Other						Non-
	Number of				Subscription			From			Comprehensive			Accumulated			controlling			Total
	Shares		Amount		receivable			shareholders			(loss)/income			Losses			Interest			Equity
Balance as of August 31, 2012		50,000	$	50,000	$	(50,000	)	$	(241,036	)	$	31		$	(579,757	)	$	113,539	)	$	(934,301	)
Net profit/(loss)		-		-		-			-			-			12,003			(5,671	)		6,332
Due from shareholders		-		-		-			(1,571,013	)		-			-			-			(1,571,013	)
Foreign translation gain		-		-		-			-			(51	)		-			-			(51	)
Balance as of November 30, 2012		-	$	-	$	-		$	(1,812,049	)	$	(20	)	$	(567,754	)	$	(119,210	)	$	(2,499,033	)

See notes to condensed consolidated financial statements. (Unaudited)

4

ALMONDS KISSES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN US DOLLARS)

	For the Three Months Ended November 30,
	2012			2011
Cash flows from operating activities:
Net income/(loss)	$	12,003		$	(24,228	)
Add: Net loss attributable to non-controlling interest		(5,671	)		(5,671	)
		6,332			(29,899	)
Adjustments to reconcile net income/(loss) to net
cash provided by operating activities:
Depreciation of property and equipment		6,285			255
Amortization of intangible assets		44,875			44,875
Net loss in equity-method investment		2,712			2,712
Changes in assets and liabilities:
Utility and other deposits		1,283			8,979
Prepaid expenses		(17,768	)		-
Accrued liabilities		85,918			3,940
Net cash from provided by operating activities		129,637			30,862
Cash flows from investing activities:
Cash paid for property and equipment		(8,118	)		(458	)
Net cash used in investing activities		(8,118	)		(458	)
Cash flows from financing activities:
Due from stockholders		(1,570,702	)		(23,879	)
Proceeds from bank loans and bank overdraft		1,535,411			-
Repayment of bank loans		(41,017	)		-
Repayment of capital lease		(2,360	)		-
Net cash used in financing activities		(78,668	)		(23,879	)
Net increase in cash		42,851			6,525
Effect on change of exchange rates on cash		(33	)		(26	)
Cash as of Beginning of period		129,001			10,907
Cash as of End of period	$	171,819		$	17,406
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Bank loan interest paid	$	29,260		$	1,376
Capital lease interest	$	167		$	-
Income tax paid	$	-		$	-

See notes to condensed consolidated financial statements.

5

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

1.   Description of business and organization

Nature of operations

Almonds Kisses Limited ("Almonds" or “the Company”) is a holding company and, through its subsidiaries and group company, primarily engage in providing accounting, taxation, company secretarial and consultancy services. The Company together with its subsidiaries and its equity-method investment, are collectively referred to as the “Group”.

Reorganization

The Company was incorporated on March 1, 2011 as a limited liability company in British Virgin Island. ADGS Advisory Limited (“ADGS) and its subsidiary and equity-method investment, were limited companies incorporated in Hong Kong had been wholly owned by the same group of shareholders until being acquired by Almonds pursuant to a reorganization (“Reorganization”) to prepare for the listing of the Company’s shares on a stock exchange.

Details of the Company’s subsidiary and equity-method investment which are included in these consolidated financial statements are as follows:

Subsidiary’s name	Place and date of incorporation	Percentage of ownership by the Company	Principal activities
ADGS Advisory Limited “ADGS”	Hong Kong, People's Republic of China (“PRC”) April 28, 2011	100%	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)	Holding company
Dynamic Golden Limited “Dynamic”	Hong Kong, PRC April 16, 2004	30% (through ADGS Tax)	Property holding company

The Company also operates branches in Shenzhen, PRC and Bangkok, Thailand, The branches are set up to attract potential clients to go to Hong Kong and establish companies. A full range of services could be provided to these clients.

6

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

2.   Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete consolidated financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the consolidated financial statements have been included. The results of operation for the three months ended November 30, 2012, are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

The preparation of the condensed consolidated financial statements in accordance with US GAAP requires management of the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-lived assets; valuation allowances for receivables, realizable values for inventories. Actual results could differ from those estimates.

The condensed consolidated financial statements include all accounts of the Company and its subsidiary as disclosed in note 1. All material inter-company balances and transactions have been eliminated.

As both the Company and its subsidiaries, ADGS and ADGS Tax are under common control, the financial statements of the Company have been presented as if the receipt of assets and liabilities of the subsidiaries at their net carrying amount been entered into as of March 1, 2011 in accordance with ASC 805-50-15-6. Accordingly, financial information related to periods prior to the assets and liabilities are that of the Company’s operating subsidiaries.

The accompanying financial statements are presented on a going concern basis. At November 30, 2012, the Company had a working capital deficit of $1,147,794 and net liabilities of $680,984. The Company started to generate a net profit of $6,332 during the first three months period ended November 30, 2012 (a net loss of $29,899 for the three months period ended November 30, 2011). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to continue its efforts to raise funds through debt or equity in the near future to sustain its operations.

7

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

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 subsidiary within the Company maintain its books and records in their respective functional currency, Hong Kong dollars (“HK$”), being the lawful currency in Hong Kong, respectively. Assets and liabilities of the subsidiary 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:

	November 30, 2012	August 31, 2012
	(Unaudited)
Balance sheet items, except for equity accounts	HK$7.800=$1	HK$7.800=$1
	November 30, 2012	November 30, 2011
	(Unaudited)
Items in statements of income and cash flows for the three months ended	HK$7.7994=$1	HK$7.7995=$1

Revenue recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the related services are provided and cash is received, the price is fixed or determinable and collectability is reasonably assured. The Group generates its revenues from providing professional services under fixed-fee billing arrangements.

In fixed-fee billing arrangements, the Group agrees to a pre-established fee in exchange for a pre-determined set of professional services. Generally, the client agrees to pay a fixed-fee 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.

8

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

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

Direct cost of revenue

Direct cost of revenues 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.

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, 2012 or November 30, 2012.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value.

The estimated useful lives of the assets are as follows:

	Estimated Life
Leasehold improvement	5 years
Furniture and fixtures	5 years
Office equipment	5 years
Motor vehicles	5 years

Equity-method investment

Affiliated companies, in which the Company has significant influence, but not control, are accounted for equity-method investment. Equity-method investment adjustments include the Company’s proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, adjustments to recognize certain differences between the Company’s carrying value and the Company’s equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Gain or losses are realized when such investments are sold.

9

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

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.

Purchased intangible assets and goodwill

The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

- significant underperformance relative to historical or projected future operating results;

- significant changes in the manner of use of the acquired assets or the strategy for our overall business;

- identification of other impaired assets within a reporting unit;

- disposition of a significant portion of an operating segment;

- significant negative industry or economic trends;

The intangible assets are amortized using the straight line method over a period of 10 years.

Assets under capital lease

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease.

Comprehensive income

Comprehensive income includes net income and also considers the effect of other changes to stockholders' equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders' equity. The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income.

Earnings per share

Basic earnings per share is computed on the basis of the weighted-average number of shares of the Company’s common stock outstanding during the fiscal years. Diluted earnings per share is computed on the basis of the weighted-average number of shares of the common stock plus any effect of dilutive potential common shares outstanding during the period using the if-converted method.

10

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

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

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 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.

The Group recognizes interest and penalty related to income tax matters as income tax expense. As of November 30, 2012 and August 31, 2012, there was no penalty or interest recognized as income tax expenses.

Employee benefits

i)   Salaries, wages, annual bonuses, paid annual leave and staff welfare are accrued in the year in which the associated services are rendered by employees of the Group. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

ii)   Contributions to appropriate local contribution retirement schemes pursuant to the relevant labor rules and regulations in Hong Kong which are charged to the cost of sales and general and administrative expenses in the statement of operation as and when the related employee service is provided. The Group incurred $8,400 and $1,435 for the three months period ended November 30, 2012 and 2011 respectively.

11

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

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

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurement and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Group. Unobservable inputs reflect the Group’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access.  Valuation adjustments and block discounts are not being applied.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Group’s financial instruments consist principally of cash, accounts receivable, accounts payable, bank loans and accrued liabilities. None of which are held for trading purposes. Pursuant to ASC 820, the fair value of the Group's cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Group believes that the carrying amounts of all of the Group's other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

12

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

3.   CASH

Cash represents cash in bank and cash on hand. Cash as of November 30, 2012 and August 31, 2012 consists of the following:

	November 30, 2012		August 31, 2012
	(Unaudited)
Bank balances and cash	$	171,819	$	129,001

All cash was kept in Hong Kong, PRC. In Hong Kong, there is currently no rule or regulations mandating on obligatory insurance of bank account. Management believes these financial institutions are of high credit quality.

4.   DUE FROM STOCKHOLDERS

The amounts due from shareholders are interest free, unsecured and repayable on demand.

5.   PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	November 30, 2012			August 31, 2012
	(Unaudited)
Leasehold improvement	$	85,303		$	78,251
Furniture and fixtures		5,626			4,560
Office equipment		6,730			6,730
Motor vehicle		28,034			28,034
		125,693			117,575
Less: Accumulated depreciation		(30,510	)		(24,225	)
	$	95,183		$	93,350

Depreciation expense for the three months ended November 30, 2012 and 2011 amounted to $1,402 and $Nil respectively.

Included in motor vehicle of the Group, the net carrying amount of $21,025 as of November 30, 2012 and $22,427 as of August 31, 2012 is under capital lease with the related depreciation charge for of $1,402 for the three months ended November 2012 and of $5,607 for the year ended August 31, 2012.

13

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

6.   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 $28,034 at November 30, 2012. 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 November 30, 2012, are as follows:

	Amount
Year ending August 31,
2013 (Nine months)	$	9,476
2014		3,159
Thereafter		-
Total minimum lease payment	$	12,635
Less: Imputed interest		(393	)
Present value of net minimum lease payments	$	12,242
Less: Current maturities of capital leases obligations		(12,242	)
Long-term capital leases obligations	$	-

7.   INTANGIBLE ASSET

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

The intangible assets are amortized using the straight line method over a period of 10 years. Amortization expenses for the three months ended November 30, 2012 and 2011 are $44,875 and $44,875 respectively.

8.   INCOME TAXES EXPENSES

The entities within the Group file separate tax returns in the respective tax jurisdictions that they operate.

The Company is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets.

The Company's subsidiary, ADGS is domiciled in Hong Kong and subject to statutory profits tax of 16.5% if it incurred revenue and profits in Hong Kong.

For the Company’s subsidiary, ADGS Advisory Limited, no provision for Hong Kong profits tax has been made as the tax losses brought forward from previous years exceed the estimated assessable profit for the three months ended November 30, 2012 and no provision for Hong Kong profits tax has been made as the subsidiary tax losses for the three months November 30, 2011.

For the Company’s subsidiary, ADGS Tax Advisory Limited, no provision for Hong Kong profits tax has been made as the subsidiary sustained tax losses for the three months ended November 30, 2012 and 2011.

14

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

8. INCOME TAXES EXPENSES  (…/Cont’d)

The Company's income tax for the three months ended November 30, 2012 and 2011 can be reconciled to the income before income tax expenses in the statement of operations as follows:

	For the three months ended November 30, 2012			For the three  months period ended November 30, 2011
Income before tax	$	6,332		$	(29,899	)
Expected Hong Kong income tax expense	$	1,044		$	-
at statutory tax rate of 16.5%
Utilization of tax losses		(1,044	)		-
Actual income tax expense	$	-		$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	For the three months ended November 30, 2012		For the three  months period ended November 30, 2011
Deferred tax asset:
Unrecognized tax losses	$	21,254	$	6,003
Deferred tax liability:
Difference between book and tax depreciation	$	2,627	$	337

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 for the three months period ended November 30, 2012 and 2011, no deferred tax asset has been provided in the accounts.

15

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

9.   BANK LOANS

The details of the short term bank loans outstanding as of November 30, 2012 (unaudited) are as follows:

Name of bank	Outstanding loan amount	Current annualized interest rate	Nature of loans	Term of loans	Collateral
Shanghai Commercial Bank("SCB")	US$1,029,983 (HK$8,032,633)	SCB annual rate of 3%	Term loan	January 30, 2012 to December 31, 2035	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$241,774 (HK$1,885,547)	SCB annual rate of 6.25%	Term loan	July 9, 2012 to July 9, 2017	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$248,967 (HK$1,941,644)	SCB annual rate of 3.5%	Term loan	January 30, 2012 to January 30, 2032	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$769,349 (HK$6,000,000)	SCB annual rate of 0.75% over prime or annual rate of 2% over the overnight HIBOR, whichever is higher	Revolving loan		Property and personal guaranteed from related party and third party
Hang Seng Bank ("HSB")	US$165,081 (HK$1,287,440)	HSB monthly rate of 0.38%	Term loan	June 27, 2012 to June 26, 2017	Property and personal guaranteed from related party and third party
Hitachi Capital (HK) Ltd ("HC")	US$32,089 (HK$250,254)	HC annual rate of 6.98%	Term loan	June 29, 2012 to November 25, 2013	Personal guaranteed from related party
DBS Bank (“DBS”)	US$1,220,374 (HK$9,517,450)	DBS annual rate of 2.75%	Installment loan	November 12, 2012 to October 12,	Dynamic’s property
	$         3,707,617

16

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

9.   BANK LOANS   (…/Cont’d)

The details of the short term bank loans outstanding as of August 31, 2012 are as follows:

Name of bank	Outstanding loan amount	Current annualized interest rate	Nature of loans	Term of loans	Collateral
Shanghai Commercial Bank ("SCB")	US$1,037,480 (HK$8,092,342)	SCB annual rate of 3%	Term loan	January 30, 2012 to December 31, 2035	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$252,781 (HK$1,971,696)	SCB annual rate of 6.25%	Term loan	July 9, 2012 to July 9, 2017	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$251,184 (HK$1,959,236)	SCB annual rate of 3.5%	Term loan	January 30, 2012 to January 30, 2032	Property and personal guaranteed from related party and third party
Shanghai Commercial Bank ("SCB")	US$769,231 (HK$6,000,000)	SCB annual rate of 0.75% over prime or annual rate of 2% over the overnight HIBOR, whichever is higher	Revolving loan		Property and personal guaranteed from related party and third party
Hang Seng Bank ("HSB")	US$173,748 (HK$1,355,232)	HSB monthly rate of 0.38%	Term loan	June 27, 2012 to June 26, 2017	Property and personal guaranteed from related party and third party
Hitachi Capital (HK) Ltd("HC")	US$40,561 (HK$316,372)	HC annual rate of 6.98%	Term loan	June 29, 2012 to November 25, 2013	Personal guaranteed from related party
	$             2,524,985

Interest expenses for the three months ended November 30, 2012 and 2011 to $29,260 and $1,376 respectively.

Bank loans repayment schedule as of November 30, 2012 is as follows:

	2012		2011
Year ending August 31,
2013 (Nine months)	$	919,596	$	-
2014		163,466		-
2015		170,536		-
2016		177,950		-
2017		155,430		-
Thereafter		2,120,639		-
	$	3,707,617	$	-

The bank loans as outlined in the aforementioned tables are secured by the directors' and third parties' properties and personal guarantees. The proceeds of the loans were used to finance the working capital of the Group.

17

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

10.  CONCENTRATIONS OF RISK

The Group's credit risk is somewhat limited due to a relatively large customer base. During three months ended November 30, 2012 and 2011, the Group had no customer which accounted for 10% or more of total revenue.

11.   COMMITMENTS AND CONTINGENCIES

Commitments and contingencies

(a)   In the normal course of business, the Group is subject to contingencies, including legal proceedings and claims arising out of the normal course of businesses that relate to a wide range of matters. The Group records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, evidence and the specifics of each matter. As management has not become aware of any liability claims arising from any incident over the year, the Group has not recognized a liability claims, no contingent liability has been recorded as of November 30, 2012 and August 31, 2012.

(b)   Rental expense amounted to $40,980 and $34,083 for the three months ended November 30, 2012 and 2011 respectively. The total future minimum lease payments under non-cancellable operating leases with respect to premises as of November 30, 2012 are payable as follows:

Year Ended August 31,	Rental
2013 (Nine months)	$	91,152
2014		112,886
2015		94,071
2016		-
2017		-
Over five years		-
	$	298,109

Economic and political risks

(c)   The major operations of the Group are conducted in Hong Kong, the PRC. Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong's economy may influence the business, financial condition, and results of operations of the Company.

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

18

ALMONDS KISSES LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

12.   SUBSEQUENT EVENTS

In January 2013, the Group has acquired 100% shareholding of Vantage Advisory Limited, a Hong Kong incorporated limited company for purchase consideration of about US$645 (HK$5,000).  Vantage Advisory Limited is one of the nine firms in Hong Kong which has been appointed as Joint and Several Provisional Liquidators under Panel ‘T’ by Official Receiver’s Officer under the Government of Hong Kong Special Administrative Region.

19

EX-99.3

EXHIBIT 99.3

Unaudited Pro Forma Condensed Combined Financial Data

The following presents our unaudited pro forma financial information as of August 31, 2012 and for the period ended August 31, 2012, another sets of pro forma financial information is as of November 30, 2012 and for the period ended November 30, 2012.  The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period.

1

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments			Pro Forma Combined
Assets:
Current assets
Cash	$	-		$	129,001						$	129,001
Prepaid expenses		-			18,518							18,518
Total current assets		-			147,519							147,519
Non-current assets
Property and equipment, net		-			93,350							93,350
Equity-method investment		-			379,693							379,693
Intangible assets		-			974,359							974,359
Utility and other deposits		-			36,299							36,299
Total non-current assets		-			1,483,701							1,483,701
TOTAL ASSETS	$	-		$	1,631,220						$	1,631,220
Liabilities and shareholders' equity
Current liabilities
Assets held under capital lease	$	-		$	9,615						$	9,615
Accrued liabilities		68,088			25,937		(a)		(68,088	)		25,937
Note payable		160,038			-		(a)		(160,038	)		-
Bank loans - current portion		-			919,392							919,392
Total current liabilities		228,126			954,944							954,944
Non-current liabilities
Bank loans - net of current portion		-			1,605,593							1,605,593
Assets held under capital lease, net of current portion		-			4,984							4,984
Total non-current liabilities		-			1,610,577							1,610,577
Total liabilities		228,126			2,565,521							2,565,521
Stockholders' equity
Preferred stock		-			-							-
Common stock		410			50,000		(a),(b),(c)		(47,910	)		2,500
Subscription receivable		-			(50,000	)	(c)		50,000			-
Additional paid in capital		427,939			-		(a),(b)		(430,439	)		(2,500	)
Due from stockholders		-			(241,036	)						(241,036	)
Accumulated losses		(656,475	)		(579,757	)	(d)		(656,475	)		(579,757	)
Accumulated other comprehensive (losses)/income		-			31							31
Total stockholders' equity		(228,126	)		(820,762	)						(820,762	)
Non-controlling interest		-			(113,539	)						(113,539	)
TOTAL LIABILITIES AND STOCKERHOLDERS' EQUITY	$	-		$	1,631,220						$	1,631,220

See notes to Unaudited Pro Forma Consolidated Financial Statements.

2

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Statements of Operations For the Period Ended August 31, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments		Pro Forma Combined
Revenue	$	-		$	1,705,024					$	1,705,024
Less: Operating expenses
Direct cost of revenue		-			(1,308,729	)					(1,308,729	)
General and administrative expenses		(47,205	)		(544,710	)	(e)		47,205		(544,710	)
Total operating expenses		(47,205	)		(1,853,439	)					(1,853,439	)
Operating loss		(47,205	)		(148,415	)					(148,415	)
Other income and (expenses):
Interest expenses		3,685			(47,754	)	(e)		3,685		(47,754	)
Loss before income taxes		(43,520	)		(196,169	)					(196,169	)
Less: Income tax expense		-			-						-
Net loss before allocation of non-controlling interest	$	(43,520	)	$	(196,169	)				$	(196,169	)
Net loss attributable to non-controlling interest		-			22,684						22,684
Net loss attributable to common stockholders	$	(43,520	)	$	(173,485	)				$	(173,485	)
Loss per share
- Basic and diluted	$	(0.011	)	$	(3.47	)				$	(0.0069	)
Weighted average common shares outstanding
- Basic and diluted		4,095,000			50,000						25,000,000

See notes to Unaudited Pro Forma Consolidated Financial Statements

3

 Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Balance Sheet as of November 30, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments			Pro Forma Combined
Assets:
Current assets
Cash	$	-		$	171,819						$	171,819
Prepaid expenses		-			36,290							36,290
Total current assets		-			208,109							208,109
Non-current assets
Property and equipment, net		-			95,183							95,183
Equity-method investment		-			376,982							376,982
Intangible assets		-			929,595							929,595
Utility and other deposits		-			35,022							35,022
Total non-current assets		-			1,436,782							1,436,782
TOTAL ASSETS	$	-		$	1,644,891						$	1,644,891
Liabilities and shareholders' equity
Current liabilities
Assets held under capital lease	$	-		$	12,242						$	12,242
Accrued liabilities		82,535			111,865		(a)		(82,535	)		111,865
Note payable		160,038			-		(a)		(160,038	)		-
Bank loans - current portion		-			1,231,796							1,231,796
Total current liabilities		242,573			1,355,903							1,355,903
Non-current liabilities
Bank loans - net of current portion		-			2,788,021							2,788,021
Assets held under capital lease, net of current portion		-			-							-
Total non-current liabilities		-			2,788,021							2,788,021
Total liabilities		242,573			4,143,924							4,143,924
Stockholders' equity
Preferred stock		-			-							-
Common stock		410			50,000		(a),(b),(c)		(47,910	)		2,500
Subscription receivable		-			(50,000	)	(c)		50,000			-
Additional paid in capital		427,939			-		(a),(b)		(430,439	)		(2,500	)
Due from stockholders		-			(1,812,049	)						(1,812,049	)
Accumulated losses		(670,922	)		(567,754	)	(d)		670,922			(567,754	)
Accumulated other comprehensive (losses)/income		-			(20	)						(20	)
Total stockholders' equity		(242,573	)		(2,379,823	)						(2,379,823	)
Non-controlling interest		-			(119,210	)						(119,210	)
TOTAL LIABILITIES AND STOCKERHOLDERS' EQUITY	$	-		$	1,644,891						$	1,644,891

See notes to Unaudited Pro Forma Consolidated Financial Statements.

4

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Statements of Operations For the Period ended November 30, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments		Pro Forma Combined
Revenue	$	-		$	609,599					$	609,599
Less: Operating expenses
Direct cost of revenue		-			(363,431	)					(363,431	)
General and administrative expenses		(60,340	)		(210,409	)	(e)		60,340		(210,409	)
Total operating expenses		(60,340	)		(573,840	)					(573,840	)
Operating (loss)/profit		(60,340	)		35,759						35,759
Other income and (expenses):
Interest expenses		4,997			(29,427	)	(e)		4,997		(29,427	)
(Loss)/profit before income taxes		(65,337	)		6,332						6,332
Less: Income tax expense		-			-						-
Net (loss)/profit before allocation of non-controlling interest	$	(65,337	)	$	6,332					$	6,332
Net loss attributable to non-controlling interest		-			5,671						5,671
Net (loss)/profit attributable to common stockholders	$	(65,337	)	$	12,003					$	12,003
Loss per share
- Basic and diluted	$	(0.02	)	$	0.24					$	0.0004
Weighted average common shares outstanding
- Basic and diluted		4,095,000			50,000						25,000,000

See notes to Unaudited Pro Forma Consolidated Financial Statements

5

Pro Forma Adjustments and Eliminations

(a)   750,000 shares are issued by the Company at par value amounted to $75 to settle the notes payable and accrued liabilities of the Company amounted to August 31, 2012: $228,125, November 30: 2012: $242,573.

(b)   A total of 20,905,000 shares of common stock are issued at $0.0001 par value per share amounted to $2,091. After netting off the 750,000 shares in adjustment (a), another 20,155,000 shares of $2,015 would be recorded in this adjustment.

(c)   Common stock of Almonds Kisses would be settled prior to the share exchange agreement.

(d)   Expenses amounted to $50,890 for the eight months period ended August 2012 and $65,337 for the eleven months period ended November 30, 2012 respectively, would be absorbed by the original shareholders upon the Share Exchange transactions.

(e)   Accumulated deficit of the Company would be absorbed by Almonds Kisses as part of its additional paid in capital.

(f)   Financial data of the Company was based on its balances as of September 30, 2012 and it is assumed that the differences between the data as of August 31, 2012 and September 30, 2012 would be immaterial when preparing the unaudited pro forma statements as of August 31, 2012.  Financial data of the Company was based on its balances as of December 31, 2012 and it is assumed that the differences between the data as of November 30, 2012 and December 31, 2012 would be immaterial when preparing the unaudited pro forma statements as of November 30, 2012.

Income/(loss) per share from Continuing Operations

Pro forma basic and diluted shares outstanding include the weighted average number of common shares outstanding for our company during the respective periods, in addition to the common stock issued (if applicable) as a result of the Share Exchange assuming they had been issued at the beginning of the period.  The common stock issued (if applicable) in connection with the Share Exchange Transaction is assumed to be outstanding for the entire period presented.

6