Kaye Cooper Kay & Rosenberg, Llp
ATTORNEYS AT LAW30A VREELAND ROAD, SUITE 230
FLORHAM PARK, NEW JERSEY 07932
TELEPHONE (973) 443-0600
FACSIMILE (973) 443-0609
DAVID M. KAYE | E-MAIL dmkaye@kcfkr.com | Direct Dial |
Admitted in NJ and NY | (973) 443-0670 |
September 23, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Pamela Long, Assistant Director
Re: | ADGS Advisory, Inc. Amendment No. 3 to Form 8-K Filed August 30, 2013 File No. 001-34274 |
Dear Ms. Long:
On behalf of ADGS Advisory, Inc. (the “Company”), we herein provide the following response to the comment letter dated September 19, 2013 from the Staff of the Commission, regarding the above-listed filing. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs in the comment letter.
Form 8-K/A-3 filed August 30, 2013
Risk Factors, page 11
Risks Related to Our Business, page 11
1. | In future filings, please include a risk factor discussing the risks posed by the fact that the company has extended significant loans in an arrangement that does not generate interest or have fixed repayment terms. |
RESPONSE: The Company acknowledges the Staff’s comment and will include in future filings, where applicable, a risk factor discussing the risks posed by the fact that the Company has extended significant loans in an arrangement that does not generate interest or have fixed repayment terms.
Pamela Long
Securities and Exchange Commission
September 23, 2013
Page 2
Certain Relationships and Related Transactions, and Director Independence, page 33
2. | We note your response to prior comment one of our letter dated August 28 regarding details of the loans you have made to Tong Wing Shan. In future filings, please revise MD&A to discuss the purpose of these loans and their impact on your ability to do business, particularly since the amounts involved appear to comprise most of your cash. |
RESPONSE: The Company acknowledges the Staff’s comment and will revise in future filings, where applicable, MD&A to discuss the purpose of these loans and their impact on the Company’s ability to do business, particularly since the amounts involved appear to comprise most of the Company’s cash.
Attached hereto is a written acknowledgment of certain matters by the Company.
Please do not hesitate to contact the undersigned if you have any questions. Thank you for your time and attention to this matter.
Sincerely, | ||
/s/ David M. Kaye | ||
David M. Kaye |
cc: ADGS Advisory, Inc.
September 23, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Pamela Long, Assistant Director
Re: | ADGS Advisory, Inc. Amendment No. 3 to Form 8-K Filed August 30, 2013 File No. 001-34274 |
Dear Ms. Long:
ADGS Advisory, Inc. (the “Company”), hereby acknowledges that:
· | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
· | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
· | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your time and attention to this matter.
Sincerely, | ||
ADGS ADVISORY, INC. | ||
/s/ Tso Yin Yee | ||
Tso Yin Yee | ||
Chief Operating Officer |