E-Qure Corp. - Quarter Report: 2013 September (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-Q
___________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

Commission file number 0-54862

ADB INTERNATIONAL GROUP, INC.
(Exact Name Of Registrant As Specified In Its Charter)

New Jersey	22-2930106
(State of Incorporation)	(I.R.S. Employer Identification No.)

1440 West Bitters Road, #1931, San Antonio, TX	78248
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: (407) 496-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company .

Large accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer ¨

Smaller reporting company x

On November 14, 2013, the Registrant had 76,994,799 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description

	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS - UNAUDITED.	3
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	10
ITEM 4.	CONTROLS AND PROCEDURES.	10

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	11
ITEM 1A.	RISK FACTORS.	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	11
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	11
ITEM 4.	MINE SAFETY DISCLOSURE.	11
ITEM 5.	OTHER INFORMATION.	11
ITEM 6.	EXHIBITS.	11

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

ADB INTERNATIONAL GROUP, INC.
(A Development Stage Company)
f/k/a Centriforce Technology Corporation
BALANCE SHEETS
Back to Table of Contents
		September 30, 2013
		(Unaudited)		December 31, 2012
ASSETS
Current assets:
Cash	$	968	$	2,900
Prepaid expenses		9		909
Total current assets		977		3,809

Total Assets	$	977	$	3,809

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
Accrued expenses	$	41,341	$	31,383
Convertible notes - payable to related parties, net of discount		126,545		85,096
Total current liabilities		167,886		116,479

Stockholders' equity (deficit):
Preferred stock, no par value; 25,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.0001 par value; 500,000,000 shares authorized; and
76,994,799 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		76,995		76,995
Additional paid-in capital		2,280,103		2,224,460
Deficit accumulated before re-entry to the development stage		(1,181,316)		(1,181,316)
Accumulated deficit after re-entry to development stage		(1,342,691)		(1,232,809)
Total stockholders' equity (deficit)		(166,909)		(112,670)
Total Liabilities and Stockholders' Equity (Deficit)	$	977	$	3,809

See Notes to Unaudited Interim Financial Statements.

ADB INTERNATIONAL GROUP, INC.
(A Development Stage Company)
f/k/a Centriforce Technology Corporation
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 2013 and 2012
And From the Period Re-Entering Development Stage (January 1, 2010) to September 30, 2013
(Unaudited)
Back to Table of Contents

										For the period
										from re-entering
										development stage
		For the three		For the three		For the nine		For the nine		(January 1, 2010)
		months ended		months ended		months ended		months ended		to September 30, 2013
		September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012		(Unaudited)

Revenues	$	-	$	-	$	-	$	-	$	-

Expenses
General and administrative		12,610		9,091		55,173		33,276		1,182,785
Total costs and expenses		12,610		9,091		55,173		33,276		1,182,785

Other income (expense)
Interest expense		(21,067)		(3,283)		(54,709)		(9,330)		(159,906)

Loss from continuing operations before income taxes		(33,677)		(12,374)		(109,882)		(42,606)		(1,342,691)
Income tax		-		-		-		-		-

Net loss	$	(33,677)	$	(12,374)	$	(109,882)	$	(42,606)	$	(1,342,691)

Basic and diluted per share amount:
Basic and diluted net loss	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average shares outstanding (basic and diluted)		76,994,799		77,024,299		76,994,799		75,840,722

See Notes to Unaudited Interim Financial Statements.

ADB INTERNATIONAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Month Periods Ended September 30, 2013 and 2012
And From the Period Re-Entering Development Stage (January 1, 2010) to September 30, 2013
(Unaudited)
Back to Table of Contents

						For the period
						from re-entering
		For the nine		For the nine		development stage
		months ended		months ended		(January 1, 2010) to
		September 30, 2013		September 30, 2012		September 30, 2013 (Unaudited)

Cash flows from operating activities:
Net loss	$	(109,882)	$	(42,606)	$	(1,342,691)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services		9,000		9,000		1,024,737
Amortization of debt discount		40,592		5,696		103,202
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses		900		-		1,809
Increase (decrease) in accounts payable and accrued expenses		9,958		(8,166)		108,110
Cash provided by (used in) operating activities		(49,432)		(36,076)		(104,833)

Cash flow from financing activities:
Proceeds from issuance of common stock		-		-		2,000
Proceeds from issuance of convertible notes		47,500		36,836		103,626
Cash provided by financing activities		47,500		36,836		105,626

Change in cash		(1,932)		760		793
Cash - beginning of period		2,900		-		175
Cash - end of period	$	968	$	760	$	968

Supplemental Cash Flow Disclosure:
Debt converted to common stock	$	-	$	70,500	$	127,390
Discount on convertible debt	$	46,643	$	-	$	130,157

See Notes to Unaudited Interim Financial Statements.

ADB INTERNATIONAL GROUP, INC.
(A Development Stage Company)
f/k/a Centriforce Technology Corporation
Notes to Unaudited Interim Financial Statements
September 30, 2013
Back to Table of Contents

1. The Company and Significant Accounting Policies

Organizational Background: ADB International Group, Inc., (“ADBI” or the “Company”) is a New Jersey corporation based in Florida with offices in Israel. ADB International Group, Inc. (“ADB”) is a holding company with two subsidiaries. Centriforce Technology Corp (Centriforce), which is wholly owned by ADB, and Subsea Oil Technologies, Inc.

Significant Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2013 and December 31, 2012.

Property and Equipment: New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Development Stage Enterprise: As of January 1, 2010, the Company re-entered the development stage. The financial statements have been updated to reflect this change as of this date.

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk free interest rate.

Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Fair Value of Financial Instruments: As defined in ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), fair value is based on the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820-10 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Ÿ Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Ÿ Level 2: Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

Ÿ Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques in its assessment that maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents the Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above:

Fair Value Measurements at September 30, 2013
				Quoted Prices in Active		Significant Other		Significant
				Markets for Identical Assets		Observable Inputs		Unobservable Inputs
		Total		(Level 1)		(Level 2)		(Level 3)
None	$	-	$	-	$	-	$	-
Total assets at fair value	$	-	$	-	$	-	$	-

Fair Value Measurements at December 31, 2012
				Quoted Prices in Active		Significant Other		Significant
				Markets for Identical Assets		Observable Inputs		Unobservable Inputs
		Total		(Level 1)		(Level 2)		(Level 3)
None	$	-	$	-	$	-	$	-
Total assets at fair value	$	-	$	-	$	-	$	-

Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

Uncertain Tax Positions

The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2007. We are not under examination by any jurisdiction for any tax year. At December 31, 2012 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2012 Annual Report and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended September 30, 2013 and 2012. All such adjustments are of a normal recurring nature. The Financial Statements do not include some information and notes necessary to conform to annual reporting requirements.

2. Stockholders' Equity

Common Stock

We are currently authorized to issue up to 500,000,000 shares of $0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

In June 2010, the Company issued the following shares of common stock:

Common Stock	500,000	Amos Epstein	For services provided valued at $1.25 per share (1)
Common Stock	20,000,000	Matthew Schulman, former CEO	Valued at fair value of services provided or $0.001 per share (1)
Common Stock	500,000	Ian Hurwitz	For services provided valued at $1.25 per share (1)
Common Stock	400,000	Kobi Karyam	For services provided valued at $1.25 per share (1)
Common Stock	500,000	Matthew Schulman, former CEO, CFO	For services provided valued at $1.25 per share (1)
Common Stock	20,000,000	Steven Plumb, former CFO	Valued at fair value of services provided or $0.001 per share (1)
Common Stock	500,000	Shimon Tal	For services provided valued at $1.25 per share (1)
Common Stock	20,000,000	Henry Blum	Valued at fair value of services provided or $0.001 per share (1)
Common Stock	5,689,041	Avi Meir	Converted in terms of agreement, no gain or loss
Common Stock	1,000,000	American International Indutries, Inc.	For services provided valued at $1.37 per share (1)
Common Stock	500,000	Ian Hurwitz	For services provided valued at $1.37 per share (1)
Common Stock	20,000	Lewis K. Harley	For services provided valued at $1.37 per share (1)
Common Stock	6,500	RapBaisMenachem Foundation	Charitable donation valued at $1.37 per share
Common Stock	6,500	Yeshiva Mesivta Menachmen	Charitable donation valued at $1.37 per share
Common Stock	50,000	Scott Wolinsky	In exchange for patent valued at $1.50

(1) The shares valued at the closing market price on the date of issuance except of shares issued to Matthew Schulman, former CEO, Steven Plumb, former CFO and Henry Blum, whose shares were valued ar fair value of services provided.
In 2011, our former CEO provided services to the Company without cost valued at $12,000.
In 2012, and since re-entereing development stage, the Company issued 7,020,500 shares in connection with the conversion of debt into equity.

In 2011, our former CEO provided services to the Company without cost valued at $12,000.

In 2012, and since re-entering development stage, the Company issued 7,020,500 shares in connection with the conversion of debt into equity.

Stock Issued upon conversion of debt

During the year ended December 31, 2012, we issued 7,020,500 shares of our common stock in settlement of $50,000 due to a former related party plus associated accrued interest of $20,500. The conversion occurred within the terms of the promissory note and no gain or loss resulted.

Preferred Stock

We are currently authorized to issue up to 10,000,000 shares of $ 0.001 preferred stock. Effective December 31, 2007 the board of directors approved the cancellation of all previously issued preferred shares and approved the cancellation and extinguishment of all common and preferred share conversion rights of any kind, including without limitation, warrants, options, convertible debt instruments and convertible preferred stock of every series and accompanying conversion rights of any kind.

Stock Options

There are no employee or non-employee option grants.

3. Disposition of Inactive Subsidiaries

On January 30, 2012 ADBI relinquished its 100% ownership and all rights to Centriforce Technology Corporation and its 50% ownership in Sub Sea Oil Technologies, Inc. The underlying assets of both Centriforce and SubSea had no value at that time.

4. Convertible Notes

During the nine months ended September 30, 2013, we received $47,500 through the issuance of eight convertible notes. The notes bear interest at the rate of 15% per annum and have a maturity date of 12 months. The notes are convertible into common stock $0.0035 per share and the Company recorded amortization expenses related to their beneficial conversion features of $40,592 during the nine months ended September 30, 2013. The Company recorded total interest expense in the amount of $54,709 during the nine months ended September 30, 2013 including a total of $40,592 in amortization of debt discount and $14,117 in accrued interest.

During the nine months ended September 30, 2012, we received a total of $36,836 through the issuance of eight convertible notes. The notes bear interest at the rate of 15% per annum and have a maturity date of 12 months. The notes are convertible into common stock $0.001 per share. The Company recorded interest expense in the amount of $9,330 during that period including a total of $5,696 in amortization of debt discount and $3,634 in accrued interest.

5. Related Party Transactions

During the nine months ended September 30, 2013, we recorded $9,000 of donated rent and services as expense and donated capital. Mr. Zekri, our Secretary and director, provided without cost to the Company his services valued at $800 per month which totaled $7,200 for the nine months ended September 30, 2013. He also provided without cost to the Company office space valued at $200 per month, which totaled $1,800 for the nine-month period ended September 30, 2013.

6. Development Stage Activities and Going Concern

The Company is currently in the development stage, which it re-entered on January 1, 2010 and has limited operations. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2013, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

7. Subsequent Events

There were no subsequent events following the period ended September, 30, 2013.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION Back to Table of Contents

Overview

The Company was incorporated under the name Creative Learning Products, Inc. in the State of New Jersey on August 31, 1988 and changed its name to Creative Gaming, Inc. in May 1997. The Company changed its name to Management Services, Inc. in October 2006. In August 2008, the Company changed its name to Centriforce Technology Corp. In May 2010, the Company changed its name to its current name, ADB International Group, Inc.

Since January 1, 2010, the date the Company re-entered the development stage, we have been engaged in the water treatment industry. Since June 2008, we began working to develop a new line of water desalination products. We have not generated any revenues from our water desalination product development efforts. As a result, during late 2011 into early 2012, we determined that it would be in the best interests of our shareholders to devote our limited financial and personnel resources to pursue joint ventures to become a distributor of existing water treatment technology products manufactured by others. We made this determination based upon the business relationships that we had developed during the period that we were involved in water desalination and believed that we could become a distributor working together with established Israeli-based companies engaged in the water treatment industry.

In furtherance of our refocused efforts during 2011, on February 10, 2012, we entered into a non-binding Memorandum of Understanding ("MOU") with Treatec21 Industries Ltd, (treatec21.com/Eng/), an major Israeli-based private company ("Treatec"), fully owned subsidiary for Yaad that listed on the Tel Aviv Stock Exchange ("TASE") which contemplated the grant by Treatec of certain distribution rights to Treatec''s products in New Zealand , Australia , Canada and the US . Shortly thereafter, on February 28, 2012, we entered into a non-binding MOU with Green Eng Ltd, (en.greeneng.biz/), an Israeli company ("GreenEng") engaged in the water treatment industry. The GreenEng MOU also contemplated the grant to the Company of non-exclusive distribution rights to GreenEng's products in the US and Canada.

Recent Developments

On December 17, 2012, we entered into a cooperation and distribution agreement with Treatec (the "Treatec Distribution Agreement") pursuant to which we were granted the certain rights to distribute Treatec's water treatment products in Australia ,New Zealand ,the United States and Canada ("North America") on a non-exclusive basis. In connection with the Treatec Distribution Agreement and in order to enhance our ability to develop a market presence for the Treatec products in the Australia and New Zealand, we entered into a Representative Services Agreement dated February 21, 2013 with Mr. Tal Yoresh. Mr. Yoresh is a resident of Australia and has many years of experience representing Israeli technology companies in both Australia and New Zealand. Following his appointment as our Regional Marketing Representative, Mr. Yoresh has had meetings with representatives of governmental agencies, both local and regional, and potential private sector customers, principally in Australia and to a lesser extent in New Zealand, presenting the Treatec line of water treatment products. See the discussion below regarding Treatec's increasing market presence in Asia and the Pacific Rim. Also see the discussion of the Treatec Distribution Agreement under "Material Terms of the Treatec Agreement" below.

In May 2012, Treatec entered into a five-year agreement with Shunde Dowell Technological and Environmental Engineering Co. Ltd, a major Chinese corporation ("Shunde Dowell") with an established presence in the Pearl River Delta, among other areas throughout China, as well as in Viet Nam and elsewhere in SE Asia. Pursuant to this Treatec agreement, Shunde Dowell will use, on an exclusive basis, Treatec's water treatment technology solutions in China, Macau and Hong Kong (the "Chinese Market"). Treatec will serve as the exclusive contractor for Shunde Dowell's water treatment projects in the Chinese Market, utilizing Treatec's Multi Stage Biological System ("MSBS"). Following the execution of the agreement, Shunde Dowell commenced projects with initial revenues of approximately $750,000 and in December 2012, Shunde Dowell announced that a Treatec designed water treatment solution had been chosen for a major industrial waste water treatment project in Guangdong, China, which was completed during the first half of 2013.

In addition, in July 2012, Treatec signed an agreement with the Israeli Defense Ministry to provide for the installation and maintenance on one military base a compact wastewater treatment facility which facility and maintenance shall generate approximately $300,000 with the anticipation of additional installations at multiple bases in the future.On January 17, 2013, we entered into a distribution agreement with GreenEng (the "GreenEng Distribution Agreement"), pursuant to which the Company has been granted the rights to distribute the GreenEng water treatment products and technology in the United States on a non-exclusive basis. See the discussion of the GreenEng Distribution Agreement under "Material Terms of the GreenEng Agreement" below.

We are presently evaluating several firms and persons that could serve as our sales and marketing representative in the United States to facilitate our acquisition of a customer base for both the Treatec and GreenEng products in the U.S. market.

The Treatec and GreenEng Distribution Agreements were attached as exhibits to the Company's Form 10-K for the year ended 2012. The Treatec Distribution Agreement and the GreenEng Distribution Agreement are sometimes collectively referred to as the "Distribution Agreements."

We believe that we can sell and distribute both the Treatec and GreenEng water treatment products and solutions successfully in North America, subject to our ability to raise capital. In order to accelerate our penetration of the Territories where we have Distribution Agreement, we have engaged, Mr. Itai Weisberg, founder and CEO of GreenEng, to serve as our chief marketing consultant. Further, we have received recent reports from both GreenEng and Treatec21 regarding their developments, which we believe will be instrumental in supporting our marketing efforts in Australia and New Zealand. The Company is aware that from the date of any execution of distribution agreements to the actual commencement of particular water treatment projects and the receipt of revenues, there typically involves a time line of 12 to 24 months. During this period, projects must be approved, whether by governmental officials or representatives of private sector customers, and thereafter must be funded.

For example, the Arava desert area of Israel is known for its extreme weather conditions, with significant differences in day temperature compared to night time, which is very similar to the climate in many parts in Australia, as well as in the United States. The success that our licensors have achieved with new Projects in the Arava desert area presents support for our ongoing marketing efforts in by our Regional Marketing Director, Tal Yoresh, in Australia.

In addition, in September 2013, Treatec entered into a joint venture with Myanmar's Supreme Group of Companies Ltd. ("Supreme") to collaborate on the design, construction and operation of industrial facilities and municipal wastewater treatment throughout of Myanmar (formerly Burma). Supreme is a leading infrastructures and construction company in Myanmar, engaged in water and electric works, including water treatment systems, environmental engineering, special infrastructure construction projects, agriculture, power transmission, among other major industries. Pursuant to the terms of the joint venture, the parties will also collaborate on upgrading existing water treatment facilities in addition to the construction of new facilities.

ADBI believes that the success of Treatec in the China, Viet Nam and the rapidly growing Southeast Asian market for water treatment, which expands the scope and reach of Treatec's proprietary technologies, should translate into our ability to play a significant role in developing ongoing business in Australia and New Zealand, based upon the negotiations that have already commenced in these countries by Mr. Yoresh, our Regional Marketing Director.

While there can be no assurance, we believe that the success of both Treatec and GreenEng will not only facilitate our ability to generate purchase orders in our Territories but should also accelerate our ability to raise the capital necessary to complete our business plan.

Our Water Treatment Business

Since early 2012, following our transition from our water desalinization technology business, we have been fully involved in furtherance of our plan to serve as a distributor of water treatment products manufactured by established companies in the water treatment industry. During 2012, the Company’s business activities involved business and product research, securing marketing and distribution agreements, preparing a comprehensive business and operating plan, evaluating the regulatory requirements and engaging in related activities prerequisite to being a distributor of water treatment products in certain markets.

During 2012, the Company consulted with third parties, including its shareholders and technical persons known by or introduced to the Company having knowledge of the water treatment industry, in order to evaluate competing water treatment technologies and potential "partners" for which the Company could potentially serve as distributor. These efforts resulted in the execution of Distribution Agreements with Treatec21 and GreenEng, companies that we believe have competitive and innovative water treatment technologies and products.

As discussed under "Recent Developments" above, the Company has successfully entered into Distribution Agreements with both Treatec21 and GreenEng and plans to evaluate water treatment product of other manufacturers, whether based in Israel or elsewhere, and enter into additional distribution agreements. Our initial focus will be to successfully market and sell the Treatec and GreenEng water treatment products in North America through direct sales and representatives, as well as in Australia and New Zealand through its recently engaged representative, Mr. Tal Yoresh, a resident of Australia. See the discussion under "Marketing Strategy-Water Treatment Technology Products" below. The Company believes that the Treatec21 and GreenEng water treatment products, as well as other water treatment technology products which we believe that we will be able to distribute under new agreements, have the potential to enable us to be competitive in the water treatment markets in which we operate.

Material Terms of the Treatec Agreement

Pursuant to the terms of the Company's Treatec Agreement, the Company will serve as the representative for Treatec's products, as described below, in Australia and New Zealand. We believe that both countries, based upon their proximity to the Asian markets are familiar with Treatec's products and growing presence in the Chinese Market. We have also been designated as a distributor of all Treatec products in the North America on a non-exclusive basis.

The Treatec Agreement provides for, among other things, a two year term, subject to a mutually agreed upon extension, during which time the parties shall work together in identifying water treatment projects (the "Treatec Projects") using Treatec's MSBS technology in the United States, Australia and New Zealand (the "Territory") and further provides that in December 2013, ADBI and Treatec have agreed to commence discussions with the view to granting the Company exclusivity in all or parts of the Territory. Under the Treatec Agreement, ADBI's primary responsibility involves locating suitable Projects for sale to customers within the Territory. To that end, Treatec is providing the Company's sales and marketing personnel and management with necessary training to understand the applicability of and suitability of Treatec's technology and solutions for different types of customers. Upon approval by Treatec of any Project generated by ADBI, the Treatec Agreement provides that the Company and Treatec will in good faith negotiate each party’s roles, responsibilities and revenue share. The Treatec Agreement further provides that Treatec shall not be required to provide any funding for or facilitate the arrangement for any funding for any Project, which role shall be the duty of the Company.

Material Terms of the GreenEng Agreement

The Company entered into the GreenEng Agreement on January 17, 2013, pursuant to which the Company was granted distribution rights to the GreenEng products in the United States on a non-exclusive basis. The GreenEng Agreement provides for among other things, the following: (i) the agreement is for a term of three years; (ii) the Company shall purchase products from GreenEng pursuant to a schedule adopted by the parties according to payment terms involving cash upon delivery or according to certain credit terms; (iii) the Company and GreenEng shall cooperate on the promotion of marketing and support of the GreenEng products; and (iv) the Company shall establish a marketing facility for the display and demonstration of the GreenEng water treatment products and program.

Our Business

To implement and complete the first phase of our business plan, having finalized our licenses agreements with Treatec and GreenEng, we estimate that we will require approximately $400,000 to comply with EPA regulatory requirements during the next twelve months. There can be no assurance that we will be successful in raising the requisite capital at terms and conditions satisfactory to the Company, if at all, nor can there be any assurance that we will be successful in negotiating similar distribution agreements. We do not have any financing arrangements in place and we may not be able to secure such financing when and as required. In the event that we are successful in executing license agreements and raising necessary financing, of which there can be no assurance, we will still be dependent upon our ability to successfully implement our business plan in a timely basis.

We currently intend to raise the capital necessary to fund our business through the private offering(s) of our common stock or units consisting of common stock and stock purchase warrants although there can be no assurance that we will be successful in raising equity capital in this manner. Obtaining the requisite capital would be subject to a number of factors including, but not limited to, investor acceptance of our business strategy, general investor sentiment, overall market conditions and the economy in general. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

Phase 1: Finalization of the strategic marketing plan, initial start-up capital realization through private stock offering(s), commencing the application process for EPA and State certification and hiring/training sales and technical personnel.

We estimate the principal costs and timing of Phase 1 to be as follows:

Finalization of our Strategic Marketing Plan: The Company has completed its marketing plan.

Initial Capital Raising: As of September 30, 2013, the Company has raised a total of $105,526 in connection with its current business of which $2,000 was raised through the issuance of common stock and $103,626 were received through the issuance of convertible notes.

Application for EPA and State certification: We estimate the costs related to EPA a approval to be approximately $50,000 and the costs related to state certification to be approximately $25,000. Subject to the Company's ability to raise capital for the certification stage, we expect each certification, EPA and state, to take approximately 2 months.

Hiring Personnel: The Company intends to initially hire a limited number of sales and technical personal depending on its ability to raise sufficient funds. We estimate the costs associated with the initial hiring to be approximately $200,000.

Phase 2: Initiation of marketing and sales activities in selected markets in the United States followed by Canada as well as working closely with our representative for Australia and New Zealand; full scale commercialization of the water treatment products including after-sale service agreements.

We estimate the costs and timing of Phase 2 to be as follows:

Initiation of Marketing and Sales Activities: Subject to being able to raise sufficient capital through the issuance of debt and/or equity securities, we estimate that the initial marketing and sales stage in the US and Canada would cost approximately $1,000,000. Provided the Company successfully completes phase 1 of its business plan, we expect our initial marketing and sales activities in the US and Canada to commence in the second quarter of 2014.

Initiation of Marketing and Sales Activities in Australia and New Zealand: Subsequent to commencing our sales and marketing activities in the US and Canada, we anticipate to commence our activities in Australia and New Zealand during the second quarter of 2014. We estimate the costs for such activities to be approximately $500,000.

Commercialization of Water Treatment Products: The Company plans to have implemented phase 1 and phase 2 by the second half of 2014 in order to commence commercialization of Our Water Treatment Products. We estimate the costs for our commercialization stage to be approximately $500,000.

We need to raise a minimum of $400,000 to complete the first phase of our business plan and $2,000,000 to complete the second phase, for a total of $2,400,000 to implement both phases of our business plan. Subject to raising additional capital, our projected monthly rate of expenditure is estimated at $6,000 for General and Administrative costs. We anticipate that supporting our operations and implementing Phase I of our business plan for the next 12 months will require a minimum of $400,000. This includes approximately $30,000 for accounting, legal and auditing fees.

Initially and for the foreseeable future, we do not plan to develop and/or produce any water treatment products or components on our own. Rather, we plan to act as an exclusive and non-exclusive distributor for certain water treatment products developed by third-parties for sale in the United States, Canada, Australia and New Zealand, based upon our existing license agreements with Treatec and GreenEng.

In furtherance of our business plan, we entered into distribution agreements with Treatec21 Industries Ltd (treatec21.com/Eng/), a major Israeli-based private company ("Treatec"), a wholly-owned subsidiary for Yaad, a company with securities traded on the Tel Aviv Exchange, and in January 2013 with Green Eng Absolute Green Engineering Ltd (en.greeneng.biz/), also a private Israeli company. Both Treatec21 and Green Eng are engaged in the water treatment industry with Treatec having significant sales in Israel, China and Europe, while most of GreenEng sales are in Israel. While there can be no assurance, the Company believes that it will be able to successfully enter into licensing agreements with other companies in the water treatment industry during 2013.

Results of Operations during the three and nine-months periods ended September 30, 2013 as compared to the three and nine-months periods ended September 30, 2012

We have not generated any revenues since inception. We have operating expenses related to general and administrative expenses being a public company and interest expenses. During the three and nine months ended September 30, 2013, we incurred a net loss of $33,677 and $109,882, respectively, due to general and administrative expenses of $12,610 and $55,173, respectively, and interest expenses of $21,067 and $54,709, respectivley, compared to net losses of $12,374 and $42,606 during the same three and nine month periods in the prior year due to general and administrative expenses of $9,091 and $33,276 and interest expenses of $3,283 and $9,330, respectively.

Liquidity and Capital Resources

At September 30, 2013, we had total assets of $977 consisting of $968 in cash and $9 in prepaid expenses compared to total assets of $3,809 at December 31, 2012 consisting of $2,900 in cash and $909 in prepaid expenses. At September 30, 2013, we had total current liabilities of $167,886 consisting of $41,341 in accrued expenses and convertible notes in the amount of $126,545 compared to total current liabilities of $116,479 consisting of accrued expenses of $31,383 and convertible notes of $85,096 at December 31, 2012. Our accumulated deficit as of September 30, 2013 was $2,524,007.

We used $49,432 in our operating activities during the nine month period ended September 30, 2013, which was primarily due to a net loss of $109,882 offset by an increase in accounts payable and accrued expenses of $9,958, amortization of debt discount of $40,592, increase in prepaid expenses of $900 and $9,000 in donated services. We used $36,076 in our operating activities during the nine-month period ended September 30, 2012, which was due to a net loss of $42,606 and a decrease in accounts payable of $8,166 and accrued expenses offset by donated services valued at $9,000 and amortization of debt discount of $5,696.

We financed our negative cash flow from operations during the nine months ended September 30, 2013 through borrowings in the amount of $47,500 evidenced by convertible notes compared to financing activities of $36,836 during the same period in the prior year. We had no investing activities during the nine months ended September 30, 2013 and 2012.

We do not have sufficient capital resources to effectuate our business plan. We estimate that we will require $400,000 to comply with EPA regulatory requirements during the next twelve months. Accordingly, we plan to raise these funds through a private offering of our equity securities or through issuance of convertible debt instruments. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Our auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last at least twelve months.

There are no limitations in our articles of incorporation on our ability to borrow funds or raise funds through the issuance of restricted common stock. Our limited resources and lack of operating history may make it difficult to do borrow funds or raise capital. Our inability to borrow funds or raise funds through the issuance of restricted common stock required to facilitate our business plan may have a material adverse effect on our financial condition and future prospects. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

None.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of September 30, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

ITEM 1A. RISK FACTORS Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading "Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE. Back to Table of Contents

Not applicable.

ITEM 5. OTHER INFORMATION Back to Table of Contents

Not applicable.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.	Description
31	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Sharar Ginsberg, filed herewith.
32	Section 906 of the Sarbanes-Oxley Act of 2002 of Sharar Ginsberg, filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Shahar Ginsberg
Sharar Ginsberg
CEO and CFO
Dated: November 14, 2013