UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 10-Q

16^TH FLOOR, RICH TOWERS, 2 BLENHEIM AVENUE

TSIM SHA TSUI, KOWLOON, HONG KONG

Tel. 852-2622-2891

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant: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 lastpast 90 days. 

[X] Yes x [ ] No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes x [ ] No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes ¨ [X] Nox

State the number of shares outstanding of each of the issuer’s classes of common equity,stock, as of the latest practicable date: 76,300,000150,100,000 common shares of common stock as of July 20, 2018.April 11, 2019

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4:	Controls and Procedures	9
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:	Defaults Upon Senior Securities	11
Item 4:	Mine Safety Disclosures	11
Item 5:	Other Information	11
Item 6:	Exhibits	11

PART I - FINANCIAL INFORMATION

TABLE OF CONTENTSItem 1. Financial Statements

Our unaudited condensed financial statements included in this Form 10-Q are as follows:

These interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2019 are not necessarily indicative of the results that can be expected for the full year.

ITEM 1. FINANCIAL STATEMENTS

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		May 31,				August 31,
		2018				2017
ASSETS
Current Assets
Cash and cash equivalents		$	680,317			$	147,164
Accounts receivable			23,680				88,320
Prepaid expenses			20,835				35,835
Total Current Assets			724,832				271,319
Intangible assets, net			669,600				682,712
Investment at cost			282,000				-
TOTAL ASSETS		$	1,676,432			$	954,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	50,011			$	168,664
Accrued payroll			-				2,500
Due to shareholder			1,687				1,613
Tax payable			55,347				55,347
Total Current Liabilities			107,045				228,124
Stockholders’ Equity
Common stock, $0.001 par value, 1,000,000,000 shares authorized;
31,450,000 and 29,650,000 shares issued and outstanding			76,300				29,650
Additional paid-in capital			2,052,543				631,693
Retained Earnings (deficit)			(559,456	)			64,564
Total Stockholders’ Equity			1,569,387				725,907
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,676,432			$	954,031

The accompanying notes are an integral part of these condensed, unaudited financial statements.

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended								Nine Months Ended
		May 31,								May 31,
		2018				2017				2018				2017
Revenue		$	71,040			$	-			$	177,152			$	-
Cost of revenue			41,608				-				112,830				-
Gross Profit			29,432				-				64,322				-
OPERATING EXPENSES
General and administrative expenses			477,033				24,872				706,330				71,561
Related party salary and wages			10,600				7,500				27,300				22,500
Total Operating Expenses			487,633				32,372				733,630				94,061
LOSS FROM CONTINUED OPERATIONS			(458,201	)			(32,372	)			(669,308	)			(94,061	)
Loss before income taxes			(458,201	)			(32,372	)			(669,308	)			(94,061	)
Income Tax Provision			-				-				-				-
Net loss from continuing operations			(458,201	)			(32,372	)			(669,308	)			(94,061	)
Discontinued operations, net of tax benefits
Income from discontinued operations			-				58,988				38,008				175,703
Gain on sale of intangible assets			-				-				7,280				-
INCOME FROM DISCONTINUED OPERATIONS			-				58,988				45,288				175,703
NET INCOME (LOSS)		$	(458,201	)		$	26,616			$	(624,020	)		$	81,642
NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED		$	(0.01	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
INCOME (LOSS) FROM DISONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED		$	-			$	-			$	0.00			$	0.01
NET INCOME PER SHARE: BASIC AND DILUTED		$	(0.01	)		$	0.00			$	(0.01	)		$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			71,391,848				27,194,022				44,013,553				26,501,832

The accompanying notes are an integral part of these condensed, unaudited financial statements.statements

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSHAREHOLDERS’ EQUITY

(Unaudited)

		Nine Months Ended
		May 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) from continuing operations		$	(624,020	)		$	81,642
Adjustments to reconcile net income (loss) to net cash from operating activities:
Consulting fees paid in stock			237,000				35,000
Amortization of intangible asset			89,312				15,000
Gain on sales of intangible assets			(7,280	)			-
Changes in operating assets and liabilities:
Accounts receivable			14,720				11,176
Prepaid expenses			15,000				(13,334	)
Accounts payable and accrued liabilities			(118,653	)			(76,665	)
Accrued payroll			(2,500	)			4,100
Income taxes payable			-				4,518
Change in Assets (Liabilities) from discontinued operations			-				587
Net cash used in operating activities			(396,421	)			62,024
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investment			(280,000	)			-
Purchases of intangible asset			(200,000	)			(138,240	)
Sales of intangible asset			253,000				-
Net cash provided by investing activities			(227,000	)			(138,240	)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholder			74				(1,184	)
Proceeds from sale of common stock			1,156,500				315,000
Net cash provided by financing activities			1,156,574				313,816
Net increase (decrease) in cash and cash equivalents			533,153				237,600
Cash and cash equivalents - beginning of period			147,164				166,826
Cash and cash equivalents - end of period		$	680,317			$	404,426
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-Cash Investing and Financing Activity:
Issuance of common stock for services		$	237,000			$	35,000
Issuance of common stock for acquisition of Intangible asset		$	72,000			$	-
Common shares issued for acquisition of investment		$	2,000			$	-
Accounts payable for purchase of intangible asset		$	-			$	-

The accompanying notes are an integral part of these condensed, unauditedaudited financial statements.

AB INTERNATIONAL GROUP CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these audited financial statements.

AB INTERNATIONAL GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

May 31, 2018February 28, 2019

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

AB INTERNATIONAL GROUP CORP.International Group Corp. (the “Company”"Company", “we”"we" or “us”"us") was incorporated under the laws of the State of Nevada on July 29, 2013 (“Inception”) and originally intended to purchase used cars in the United States and sell them in Kyrgyzstan.Krygyzstan. The Company’sCompany's fiscal year end is August 31.

On January 22, 2016, the Company’sour former sole officer, who owned 83% of the Company’sour outstanding common shares, sold all of his common shares to un-related investors. Subsequently,unrelated investor Jianli Deng. After the Companystock sale, we modified itsour business plan and is currently focusingto focus on the creation of a mobile app marketing engine to be usedengine. The app was designed for movie trailer promotionpromotions and we planned to generate a subscriber base of smartphone users primarily through a mobilepre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or online watch prices in the China market.

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney). Currently, the Company is focused on the acquisition and development of intellectual property.

On January 18, 2018 the Company and Wellington Shields & Co.(“Wellington”) Entered into an Engagement agreement in connection with an offering of $20,000,000. Effective on June 30, 2018, the Company and Wellington agree as follows to amend the engagement agreement.

	·	A non-refundable consulting fee in the amount of $25,000 to be payable and 100,000 restricted shares.
	·	This engagement agreement amendment shall terminate on November 30, 2018 or upon the earlier consummation of the placement.

 

On June 1, 2017, the Companywe entered into a Patent License Agreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted the Companyto us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The agreement allowsTechnology is the Companysubject of a utility model patent in the People’s Republic of China. Under the Agreement, we are able to utilize, improve upon, and sublicensesub-license the Technology. The Company planstechnology for an initial period of 5 years, subject to generate revenue througha right to renew for an additional 5 year term. We were obligated to pay the Licensor $500,000 within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilization of the Technology, whether in the form of sub-licensing fees from apps and smartphone makers, andor sales of licensed products as well asproducts. Our Chief Executive Officer, Chiyuan Deng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the payment of all amounts due under the Agreement.

Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology.

We are in the process of using the underlying Technology to create a smartphone video mix apps.app and social video sharing platform. We are developing this new apps for use with iOS and Android smartphones and we expect to launch the app in 2019. We expect that this new app will transform the way users create and share art talent and fun. The app is expected to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together.” Similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. Today, TikTok is a short video sharing platform. Our Videomix app, yet to be released, is expected to be used as a verb for “enhancing videos synthesis production,” but also as a brand that represents talent, trendiness, youthfulness and funniness.

To better meet our users’ demands for higher quality selfies, we are also planning to launch the Patent (Mobile communication equipment video synthesis production and distribution system) License Program. The program markets our Technology to big brand smartphones makers to highlight our patent apps integrate proprietary video synthesis production and distribution system processing algorithms and specialized video processors, which generate high-quality selfies duet video synthesis. We have been in discussion with these smartphone makers about our initiatives and selling points in an effort to increase sales. Revenue from this program are expected to be generated by license fees for each smartphone with this video synthesis production and distribution system function.

Fundamentally, we view ourselves as a mobile Internet company with our core asset being our massive, active and fast-growing user base through registered patent--Mobile communication equipment video synthesis production and distribution system.

We believe that the VideoMix app will become an important part of users’ social lives online. We believe the provision of relevant products, content and services will help us monetize our user base and enable us to create value for our users at the same time. We intend to continue to drive our near-term revenue growth through patent--Mobile communication equipment video synthesis production and distribution system license fees from smartphone makers, since China’s large smartphone market continues to present significant opportunities. Our goal is that at least 10% of smartphones in China will eventually contain this integrated patent function. If we meet this goal, which would equate to around 40 million smartphones, which in turn result in about 200 million RMB in revenue generated from patent license fees. As we have not yet commercialized the app for sale, we do not expect to achieve any revenues until we launch the app and make it available under our program, and we can provide no assurances that we will be able to achieve commercialization or our revenue goals for the app. According to preliminary data of the IDC Quarterly Mobile Phone Tracker, the Chinese smartphone market shipped 105 million units during the second quarter of 2018. Following our successful monetization through smartphones, we have also identified three other major opportunities for monetization, including content use fees, advertising fees, KOL agency fees.

On March 10, 2018, we acquired intellectual property from Aura Blocks Ltd. for $200,000. On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectual property from Aura Blocks Limited to China IPTV Industry Park Holdings Ltd. for $80,000.

On March 21, 2018, the Companywe acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. The Company plansWe also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property.

We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination.

On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market.

Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred.

On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements.

On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc.

On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements.

On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement.

On September 5, 2018, the Company entered into an agreement with Aura Blocks Limited to acquire a movie copy right for $768,000 and paid $153,600 of the total balance. In December of 2018, another payment of $153,662 was made. The remaining balance to Aura Blocks Limited is $460,738. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in 2019. This movie will also be included in the video library for the Company’s VideoMix app.

In December of 2018, we started developing a performance matching platform (Fan Dou He Pai) and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commuting among different events. “Fan Dou He Pai” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America for interimand are presented in US dollars. The Company’s year-end is August 31. The financial statements andhave been prepared on a condensed basis, with their fully owned subsidiary App Board Limited. No intercompany balances or transactions exist during the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of May 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the nine monthsperiod ended May 31, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended August 31, 2017 filed with the SEC on January 12, 2018.

6

Table of Contents

February 28, 2019.

Basis of Consolidation

The financial statements have been prepared on a consolidatedcondensed basis, with the Company’s fully owned subsidiary App Board Limited.Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the nine monthsix months period ended May 31, 2018.February 28, 2019.

Use of Estimates

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Foreign Currency Transactions

The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

Accounts Receivable

Accounts receivable consist of amounts due from promotional services provided. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the Company during the ninesix months ended May 31,February 28, 2019 and 2018, and 2017, and no write-off for bad debt were recorded for the ninesix months ended May 31, 2018,February 28, 2019, and 2017.2018.

Prepaid Expenses

Prepaid expenses primarily consist of consulting fees that have been paid in advance, installments to acquire a movie copy right, payments to software development companies to develop the VideoMix mobile app and the Performance Matching Platform (Fan Dou He Pai) and its related WeChat official account. The prepaid balances are amortized when the related expense is incurred.

Intangible Assets

Intangible assets are stated at cost and depreciated as follows:

Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At February 28, 2019, there was unrecognized tax benefits. Please see Notes 8 for details.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizesapplies the following five steps in order to determine the appropriate amount of revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”), ASC-605 requires that four basic criteria mustto be met before revenue can be recognized: (1) persuasive evidencerecognized as it fulfills its obligations under each of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. its agreements:

The Company has recognized the revenues associated with and license fees from its patentmobile app sales once the criteria has been met, the product has been delivered, and the Company has received payment from the vendor.

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the nine months ended Mayas of February 28, 2019 and August 31, 2018 and 2017.2018.

NOTE 3 – GOING CONCERN UNCERTAINTIES

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

The Company had an accumulated deficit of $1,426,110 as of February 28, 2019 and net loss of $150,171 and net cash used in operations of $448,161 for the six months ended February 28, 2019. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

NOTE 4 – PREPAID EXPENSES

On June 1, 2018, the Company entered into an agreement with an outside phone apps designer. A smartphone apps was designed and its ownership belongs to the Company. Its main use is smartphone video synthesis and sharing. The first payment paid to designer was $307,200. As of February 28, 2019, the app was under development and expected to launch later in 2019.

On September 5, 2018, the Company acquired a movie copy right from Aura Blocks Limited. The total of the first two payments was $307,262, which was two fifths of the total purchase price of $768,000.

In December of 2018, the Company started developing a Performance Matching Platform and its related WeChat Official account. The first payment paid to the developer was $50,944.

Prepaid expense as of February 28, 2019 includes $307,200 payment to the designer to develop the VideoMix phone app, $50.944 payment to design the performance matching platform and its related WeChat Official Account, $307,206 payment to acquire the movie copy right, $11,667 prepaid consulting fees net of amortization, and $1,280 prepayment to Anyone Picture for obtaining performer users on the Performance Matching Platform.

NOTE 5 – DISCONTINUED OPERATIONS

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney) assets to an unrelated party for $253,000 cash.

The sales of intangible assets qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its ConsolidatedCondensed Statements of Operations to present this revenue and expenses from these intangible assets in discontinued operations.

The following table shows the results of operations of mobile application and copyright for three and ninesix months ended May 31, 2018 andFebruary 28, 2019and 2017 which are included in the gain from discontinued operations:

NOTE 46 – INTANGIBLE ASSETS

As of May 31, 2018,February 28, 2019, and August 31, 2017,2018, the balance of intangible assets are as follows;

Amortization expenses for ninesix months ended May 31,February 28, 2019 and 2018, was $57,200 and 2017, was $89,312 and $15,000,$61,912, respectively.

During the nine months ended May 31,On November 10, 2018, the Company sold the copyright and all other rights and the mobile application (Amoney) assets to an unrelated party for $253,000. The Company recorded gain on sales of assets of $57,200 as discontinued operations during the nine months ended May 31, 2018.

On March 10, 2018, the Company acquired$200,000 intellectual property from Aura Blocks Ltd.Limited for $200,000.$80,000 with a realized loss of $120,000.

On March 21, 2018, the Company acquired all the intangible assets held by KryptoKiosk Limited, a Hong Kong company (“Krypto”). In consideration for the acquisition of the shares the Company paid the seller 2,400,000 shares, at market value of $72,000.

NOTE 57 – INVESTMENT IN ICROWDU INC.

On May 9, 2018, the Company entered into an investor agreement with iCrowdU Inc. The Company agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market.

The Company has agreed to purchase up to 51% of iCrowdU Inc. for a total investment of $10,000,000.

During the nine months ended Mary 31, 2018, the Company issued 2,000,000 common shares in relation to the iCrowdU Inc. acquisition.

NOTE 6 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

In May 2018, the Company appointed Ian Wright as Chief Operational Officer, and Luis Hadic as Chief Financial Officer.

During the ninesix months ended May 31,February 28, 2018, a shareholder paid an invoice of $74 on behalf of the Company. As at May 31,During the six months ended February 28, 2019, there are no such related party transactions.

The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreement is for a term of 5 years commencing on the effective date on June 1, 2017. The Company has already paid the licensor a non-refundable, up-from payment of $500,000 and shall pay a royalty of 20% of the gross revenue realized from the sale of licensed products and sub-licensing of this patent every year. The royalty expenses during the six month ended February 28, 2019 and 2018 are $30,208 and August 31, 2017,$21,222, respectively.

In December, 2018, the Company owed $1,687appointed Brandy Gao as Chief Financial Officer and $1,613issued 100,000 shares as compensation. In February 2019, the Company appointed Linqing Ye as Chief Operational Officer and Lijun Yu as Chief Marketing Officer, and issued 10.000,000 shares to this shareholder, respectively. The amounts are due on demand, unsecured, and non-interest bearing.each of them as compensation.

During the nine months ended May 31, 2018$114,036 was paid to five related parties and 2017, $27,300 and $22,500$16,700 was paid to two related parties as salaries and wages.wages during the six months ended February 28, 2019 and 2018, respectively. Among the $114,036, $29,952 was paid to an executive for cash salaries, and $84,084 was paid to five executives in the form of stock compensation.

NOTE 78 – STOCKHOLDERS’ EQUITY

Effective as of June 6, 2018, the CompanyAB International Group Corporation amended its Articles of Incorporation to increase its authorized common stock to One Billion (1,000,000,000) shares, par value $0.001 per share.

During the ninesix months ended May 31, 2018,February 28, 2019, the following 40,600,000 common shares were returned to the Company issued common shares, as follows:due to the termination of the Investor Agreement to acquire 51% ownership of iCrowdU Inc:

	·	38,550,000 shares to the Company’s majority shareholder and third parties for proceeds of $1,156,500.
	·	3,700,000 shares for consulting services of $75,000 to 9 consultants.
	·	2,400,000 shares in consideration for the purchase of intangible assets held by KryptoKiosk.
	·	2,000,000 shares for acquisition of shares of iCrowdU Inc.as collateral and 8,000,000 shares as consideration.

The Company issued the following common shares during six months ended February 28, 2019:

As of February 28, 2019 and August 31, 2018, 146,800,000 and 147,325,000 issued and outstanding shares of common stock were held by approximately 504 and 32 shareholders of record, respectively.

NOTE 9 – INCOME TAXES

As of February 28, 2019, the Company had no net operating loss carry forwards. Due to the change in control during the year, the Company determined there are no loss carry forward amounts.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act. The Company’s financial statements for the six months ended February 28, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes.

Components of net deferred tax assets, including a valuation allowance, are as follows as of February 28, 2019 and August 31, 2018:

The valuation allowance for deferred tax assets was $217,468 as of February 28, 2019 and $149,948 as of August 31, 2018. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of February 28, 2019 and August 31, 2018.

Reconciliation between the statutory rate and the effective tax rate is as follows at February 28, 2019 and August 31, 2018:

NOTE 10 – CONCENTRATION RISK

99% and 68% of revenue was generated from one customer during the six months ended February 28, 2019 and 2018, respectively.

96% and 100% of account receivables was due from one customer as of February 28, 2019 and August 31, 2018, respectively

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to February 28, 2019 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

ITEMItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONManagement’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q thatCertain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are not historical or current factsbased, are “forward-looking statements” made pursuant towithin the safe harbor provisionsmeaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).1934. These forward-looking statements often can begenerally are identified by the use of terms such aswords “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “expect,“would,” “believe,“will be,” “anticipate,“will continue,” “estimate,“will likely result,” “approximate” or “continue,” or the negative thereof.and similar expressions. We intend that such forward-looking statements to be subject tocovered by the safe harborssafe-harbor provisions for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occurcontained in the future. However, forward-lookingPrivate Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and important factors beyond our control that couldwhich may cause actual results and events to differ materially from historicalthe forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and eventsfuture prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and those presently anticipatedgenerally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or projected. We disclaim any obligation subsequently to revise publicly any forward-looking statements, to reflectwhether as a result of new information, future events or circumstances afterotherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the date of such statement or to reflect the occurrence of anticipated or unanticipated events.SEC.

GENERALOverview

AB INTERNATIONAL GROUP CORP.International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 (“Inception”) and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company’sCompany's fiscal year end is August 31.

On January 22, 2016, the Company’sour former sole officer, who owned 83% of the Company’sour outstanding common shares, sold all of his common shares to un-relatedunrelated investor Jianli Deng. After the stock sale, the Companywe modified itsour business to focus on the creation of a mobile app marketing engine. Mr. Deng served until August 28, 2017, asThe app was designed for movie trailer promotions and we planned to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the Company’s Chief Executive Officerapp “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and sole Director, at which point he resigned all positions held withdeliver a variety of information and links for download or online watch prices in the Company.China market.

Currently, the Company is focused on the acquisition and development of intellectual property. On June 1, 2017, we entered into a Patent License Agreement (the “Agreement”��Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted the Companyto us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”), which. The Technology is the subject of a utility model patent in the People’s Republic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology for an initial period of 5 years, subject to a right to renew for an additional 5 year term. We used the underlying technology to create a smartphone app marketing engine to be used for movie trailer promotion in China, which we sold on November 16, 2017, for $103,000. The Company waswere obligated to pay the Licensor $500,000 within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilization of the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, Chiyuan Deng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the payment of all amounts due under the Agreement.

Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology.

We are in the process of using the underlying Technology to create a smartphone video mix app and social video sharing platform. We are developing this new apps for use with iOS and Android smartphones and we expect to launch the app in 2019. We expect that this new app will transform the way users create and share art talent and fun. The app is expected to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together.” Similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. Today, TikTok is a short video sharing platform. Our Videomix app, yet to be released, is expected to be used as a verb for “enhancing videos synthesis production,” but also as a brand that represents talent, trendiness, youthfulness and funniness.

To better meet our users’ demands for higher quality selfies, we are also planning to launch the Patent (Mobile communication equipment video synthesis production and distribution system) License Program. The program markets our Technology to big brand smartphones makers to highlight our patent apps integrate proprietary video synthesis production and distribution system processing algorithms and specialized video processors, which generate high-quality selfies duet video synthesis. We have been in discussion with these smartphone makers about our initiatives and selling points in an effort to increase sales. Revenue from this program are expected to be generated by license fees for each smartphone with this video synthesis production and distribution system function.

Fundamentally, we view ourselves as a mobile Internet company with our core asset being our massive, active and fast-growing user base through registered patent--Mobile communication equipment video synthesis production and distribution system.

We believe that the VideoMix app will become an important part of users’ social lives online. We believe the provision of relevant products, content and services will help us monetize our user base and enable us to create value for our users at the same time. We intend to continue to drive our near-term revenue growth through patent--Mobile communication equipment video synthesis production and distribution system license fees from smartphone makers, since China’s large smartphone market continues to present significant opportunities. Our goal is that at least 10% of smartphones in China will eventually contain this integrated patent function. If we meet this goal, which would equate to around 40 million smartphones, which in turn result in about 200 million RMB in revenue generated from patent license fees. As we have not yet commercialized the app for sale, we do not expect to achieve any revenues until we launch the app and make it available under our program, and we can provide no assurances that we will be able to achieve commercialization or our revenue goals for the app. According to preliminary data of the IDC Quarterly Mobile Phone Tracker, the Chinese smartphone market shipped 105 million units during the second quarter of 2018. Following our successful monetization through smartphones, we have also identified three other major opportunities for monetization, including content use fees, advertising fees, KOL agency fees.

On March 10, 2018, we acquired intellectual property from Aura Blocks Ltd. for $200,000. On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectual property from Aura Blocks Limited to China IPTV Industry Park Holdings Ltd. for $80,000.

On March 21, 2018, the Companywe acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. The Company plansWe also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property.

We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination.

On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market.

Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred.

On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements.

On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc.

On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements.

On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement.

On September 5, 2018, the Company entered into an agreement with Aura Blocks Limited to acquire a movie copy right for $768,000 and paid $153,600 of the total balance. In December of 2018, another payment of $153,662 was made. The remaining balance to Aura Blocks Limited is $460,738. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in 2019. This movie will also be included in the video library for the Company’s VideoMix app.

In December of 2018, we started developing a performance matching platform (Fan Dou He Pai) and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events byoptimizing their schedules based upon quotes and event locations and save time from commuting among different events. “Fan Dou He Pai” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform.

Results of Operations

Revenues

Our total revenue reported for the three months ended February 28, 2019 was $78,207, compared with $65,280 for the three months ended February 28, 2018. Our total revenue reported for the six months ended February 28, 2019 was $152,447, compared with $106,112 for the six months ended February 28, 2018. The increase in revenue for the three and six months ended February 28, 2019 over the same periods ended 2018 is attributable to increased revenue from sublicensing the VideoMix patent to Anyone Pictures Limited and the new revenue stream of performance matching service fees generated from the Fan Dou He Pai Wechat Official account.

We may borrow funds fromexpect to continue to achieve steadily increasing revenues within the coming months. However, as we are a start-up, we have limited operating history to rely upon and we cannot guarantee that our officers and shareholdersbusiness plan will be successful

Our cost of revenues was $40,360 for working capital, however, they have no formal commitment, arrangement or legal obligation to advance or loan funds to the Company.three months ended February 28, 2019, as compared with $38,056 for the same period ended February 28, 2018. Our cost of revenues was $80,208 for the six months ended February 28, 2019, as compared with $71,222 for the same period ended February 28, 2018.

RESULTS OF OPERATIONAs a result, we had gross profit of $37,847 for the three months ended February 28, 2019, as compared with gross profit of $27,224 for the same period ended February 28, 2018. We had gross profit of $72,239 for the six months ended February 28, 2019, as compared with gross profit of $34,890 for the same period ended February 28, 2018.

We had a gross profit margin of 48% and 47% for the three and six month ended February 28, 2019, respectively, an increase from 42% and 33% over the same periods ended 2018, respectively. The reason for the increase in our gross profit margin in 2019 over 2018 is attributable to revenue from the Wechat Official account for the Fan Dou He Pai performance matching platform that started generating revenue in February, 2019.

Operating Expenses

Operating expenses decreased to $188,018 for the three months ended February 28, 2019 from $188,239 for the three months ended February 28, 2018. Operating expenses increased to $330,964 for the six months ended February 28, 2019 from $225,997 for the six months ended February 28, 2018.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating tooperating expenses for the recoverability and realizationsix months ended February 28, 2019 consisted of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

NINE MONTH PERIOD ENDED MAY 31, 2018 COMPARED TO THE NINE MONTH PERIOD ENDED MAY 31, 2017

REVENUE. During the nine month periods ended May 31, 2018 and May 31, 2017 we generated $177,152 and $0 of revenue, respectively.

COST OF SALES. During the nine month periods ended May 31, 2018 and May 31, 2017 we incurred $112,830 and $0 of cost of revenue, respectively.

OPERATING EXPENSES. During the nine month periods ended May 31, 2018 and May 31, 2017, we incurred general and administrative expenses of $706,330 and $71,561, respectively,$216,928 and related party salary and wages of $27,300 and $22,500, respectively. General and administrative$114,036. In contrast, our operating expenses incurred were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

NET INCOME. Our net loss for the nine monthsame period ended May 31,February 28, 2018 was $669,308 compared to a net lossconsisted of $94,061 during the nine month period ended May 31, 2017.

THREE MONTH PERIOD ENDED MAY 31, 2018 COMPARED TO THE THREE MONTH PERIOD ENDED MAY 31, 2018

REVENUE. During the three month periods ended May 31, 2018 and May 31, 2017 we generated $71,040 and $0 of revenue, respectively.

COST OF SALES. During the three month periods ended May 31, 2018 and May 31, 2017 we incurred $41,608 and $0 of cost of revenue, respectively.

OPERATING EXPENSES. During the three month periods ended May 31, 2018 and May 31, 2017, we incurred general and administrative expenses of $477,033 and $24,872, respectively,$209,297 and related party salary and wages of $10,600$16,700. The detail by major category is reflected in the table below.

The main reason for the increase in operating expenses is attributable to compensation for executives.

Our related party salary and $7,500, respectively. Generalwages increased by $97,336 as a result of $84,084 stock compensation expense to five executives during six months ended February 28, 2019 whereas $0 during six months ended February 28, 2018.

We anticipate our operating expenses will increase as we undertake our plan of operations, including increased costs associated with marketing, personnel, and other general and administrative expenses, incurred were generally relatedalong with increased professional fees associated with SEC compliance as our business grows more complex and more expensive to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.maintain.

NET INCOME. OurOther Expenses

On November 10, 2018, the Company sold the $200,000 intellectual property from Aura Blocks Limited for $80,000 with a realized loss of $120,000. We recorded this as other expenses in the amount of $120,000 for the six month ended February 29, 2019, which we did not experience in any other period presented.

Income from Discontinued Operations

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney) assets to an unrelated party for $253,000 cash.

The sales of intangible assets qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Condensed Statements of Operations to present this revenue and expenses from these intangible assets in discontinued operations.

The following table shows the results of operations of mobile application and copyright for six months ended February 28, 2019 and 2018 which are included in the gain from discontinued operations:

Net (Loss) Income

We incurred a net loss in the amount of $150,171 for the three month periodmonths ended May 31, 2018 was $458,201February 28, 2019, as compared towith a net loss of $32,372 during$134,004 for the three monthsame period ended May 31, 2017.February 28, 2018. We incurred a net loss in the amount of $378,725 for the six months ended February 28, 2019, as compared with a net loss of $95,899 for the same period ended February 28, 2018.

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LIQUIDITY AND CAPITAL RESOURCESLiquidity and Capital Resources

As of May 31, 2018, ourFebruary 28, 2019, we had $917,102 in current assets consisting of cash, accounts receivable, and prepaid expenses. Our total assets were $1,676,432 compared to $954,031 in total assets at August 31, 2017. Total assetscurrent liabilities as of May 31, 2018 comprisedFebruary 28, 2019 were $141,118. As a result, we have working capital of $775,984 as of February 28, 2019.

Operating activities used $448,161 in cash for the six months ended February 28, 2019, as compared with $241,685 in cash provided for the same period ended February 28, 2018. Our negative operating cash flow in 2019 was mainly the result of our net loss of $378,725 and cash equivalents of $680,317, accounts receivable of $23,680changes in prepaid expenses of $20,835, $669,600$354,486, offset mainly executive salaries and consultant fees paid in stock of $143,334. Our negative operating cash flow in 2018 was mainly the result of our change in our accounts payable and accrued liabilities of $136,398, our net loss of $95,899 and the gain on the sale of intangible assets and investment at cost of $282,000, while as at August 31, 2017 total$57,200, offset mainly amortization of intangible assets comprised cash of $147,164, accounts receivable of $88,320, prepaid expenses of $35,835 and $682,712 in intangible assets. As of May 31, 2018 and August 31, 2017, our current liabilities were $107,045 and $228,124 respectively.$61,912.

Stockholders’ equityInvesting activities provided $80,000 in cash for the six months ended February 28, 2019, as compared with $253,000 provided for the same period ended February 28, 2018. Our positive investing cash flow for both periods was $1,569,387the result of a gain on the sale of intangible assets.

Financing activities provided $360,000 from the sale of common stock for the six months ended February 2019, as compared with $0 provided in financing activities for the same period ended February 28, 2018.

There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As of February 28, 2019, there were no off balance sheet arrangements.

Going Concern

The Company had an accumulated deficit of $1,426,110 as of May 31, 2018 compared to $725,907 asFebruary 28, 2019 and net loss of August 31, 2017.

CASH FLOWS FROM OPERATING ACTIVITIES

For the nine month period ended May 31, 2018,$378,725 and net cash used in operating activities was ($396,421) compared to net cash flows used in operating activitiesoperations of $62,024$448,161 for the nine month period ended May 31, 2017.

CASH FLOWS FROM INVESTING ACTIVITIES

We used $227,000 in investment activities in the ninesix months ended May 31, 2018,February 28, 2019. Losses have principally occurred as a result of the substantial resources required for general and used $138,240 in investing activities during the nine months ended May 31, 2017.

CASH FLOWS FROM FINANCING ACTIVITIES

We generated $1,156,574 in net cash from financing activities during the nine months ended May 31, 2018, compared to $313,816 in net cash from financing activities during the nine months ended May 31, 2017.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of cash flow from operations, our existing funds, further issuances of securities and loans from our principal shareholder. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds from business operations and the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to developmentaladministrative expenses associated with our operations. The continuation of the Company as a start-up business. We intend to finance these expenses with further issuances equity and/going concern is dependent upon the continued financial support from its stockholders or debt securities. Thereafter, we expect weexternal financing. Management believes the existing stockholders will need to raiseprovide the additional capital and generate revenuescash to meet long-term operating requirements. Additional issuances of equity or convertible debt securitieswith the Company’s obligations as they become due. However, there is no assurance that the Company will resultbe successful in dilutionsecuring sufficient funds to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our businesssustain the operations.

MATERIAL COMMITMENTSThese conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

As of May 31, 2018, we had no material commitments.Critical Accounting Policies

PURCHASE OF SIGNIFICANT EQUIPMENTIn December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies are set forth in Note 2 to the financial statements.

Recently Issued Accounting Pronouncements

We do not intend to purchase any significant equipment duringexpect the next twelve months.

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OFF-BALANCE SHEET ARRANGEMENTS

Asadoption of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likelyrecently issued accounting pronouncements to have a current or future effectsignificant impact on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expendituresfinancial position or capital resources that are material to investors.

GOING CONCERN

The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.cash flow.

ITEMItem 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Quantitative and Qualitative Disclosures About Market Risk

Not applicable forWe are a smaller reporting companies.company and are not required to provide the information under this item pursuant to Regulation S-K.

Item 4.  Controls and Procedures

ITEM 4. CONTROLS AND PROCEDURESDisclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed byWe carried out an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our principal executive officer and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of MayOctober 31, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based onupon that evaluation, our managementChief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2019, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such dateweaknesses, we plan to ensure that information requiredimplement the following changes during our fiscal year ending August 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be disclosedadversely affected in a material manner.

We are unable to remedy our controls related to the reports thatinadequate segregation of duties and ineffective risk management until we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specifiedreceive financing to hire additional employees.

Changes in SEC rules and forms. Such officer also confirmed that there wasInternal Control over Financial Reporting

There were no changechanges in our internal control over financial reporting during the three-month periodthree months ended May 31, 2018February 28, 2019 that hashave materially affected, or is reasonablyare reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

PART II. OTHER INFORMATIONItem 1. Legal Proceedings

ITEM 1. LEGAL PROCEEDINGS

Management isWe are not a party to any material pending legal proceeding. We are not aware of any pending legal proceedings contemplated byproceeding to which any governmental authorityof our officers, directors, or any other party involvingbeneficial holders of 5% or more of our voting securities are adverse to us or our properties.have a material interest adverse to us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSItem 1A: Risk Factors

On January 15, 2018,See Risk Factors contained in our Form 10-K filed with the Company entered into a consulting agreement (the “PS Agreement”) with PacificShore Ventures, Inc. (the “Consultant”). SEC on December 10, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The term of the PS Agreement ends on July 15, 2019. Under the PS Agreement the Consultant will provide services to the Company in related to merger and acquisition strategies, business plan execution, and media strategies. In consideration for the services provided by the Consultant the Company has issued the Consultant 1,800,000following common shares of the Company’s common stock. The Consultant is an accredited investor. Theduring six months ended February 28, 2019:

These securities were issued pursuant to the exemption from registration provided by Rule 4(a)(2)Section 4(2) of the Act.Securities Act and/or Rule 506 promulgated thereunder. The Consultant acquiredholders represented their intention to acquire the sharessecurities for its own accountinvestment only and was provided accessnot with a view towards distribution. The investors were given adequate information about us to both information regardingmake an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the Company andstock certificates with the Company’s officers and directors. The certificate representing the shares contains a standardappropriate restrictive legend.

On May 9, 2018, the Company entered into an investor agreement (the “ICU Agreement”) with ICrowdU Inc. (the “ICrowdU”). Pursuantlegend affixed to the ICU Agreement the Company purchased 2,228,013 shares of common stock of ICrowdU for $280,000 and 2,000,000 shares of common stock of the Company. The ICU Agreement further provides for the Company to acquire additional shares of common stock of ICrowdU at set prices in the future, upon the closing of which ICrowdU will contribute back to the Company the 2,000,000 shares of common stock of the Company described above. Ian Wright, the Company’s Chief Operating Officer, is a founder and Chief Operating Officer of ICrowdU. The shares were issued pursuant to the exemption from registration provided by Rule 4(a)(2) of the Act. ICrowdU acquired the shares for its own account and was provided access to both information regarding the Company and the Company’s officers and directors. The certificate representing the shares contains a standard restrictive legend. A copy of the Agreement is attached hereto as an Exhibit.

On May 30, 2018, the Company and Wellington Shields & Co. (“Wellington”) entered into an offering agreement amendment #1 (the “Amendment”) which amended that certain Letter Agreement between the Company and Wellington dated January 18, 2018 (the “Letter Agreement”). The Letter Agreement provided the engagement of Wellington as the Company’s placement agent in connection with a private offering of securities of the Company. The Amendment extended the term of the Letter Agreement to November 30, 2018. Upon the execution of the Amendment the Company issued Wellington 100,000 shares of the Company’s common stock, and paid Wellington a nonrefundable consulting fee of $25,000.

In May 2018, the Company entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have three year terms. Under the Consulting Agreements one of the Consultants will provide services to the Company in Hong Kong and China related to blockchain app development, and the other three Consultants will provide services to the Company in Hong Kong and the United States related to investor relations and public relations. In consideration for the services provided by the Consultants, the Company has issued the Consultants a total of 800,000 shares of the Company’s commonrestricted stock. The Consultants are accredited investors. The shares were issued pursuant to the exemption from registration provided by Rule 4(a)(2) of the Act. The Consultants acquired the shares for their own accounts and were provided access to both information regarding the Company and the Company’s officers and directors. The certificates representing the shares contain a standard restrictive legend.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults upon Senior Securities

There has not been any material default in any Company indebtedness. The Company has not issued any preferred stock or other senior securities.None

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures

Not applicable to our Company.N/A

ITEMItem 5. OTHER INFORMATIONOther Information

None.None

ITEM 6. EXHIBITS

Exhibits:

SIGNATURES

SIGNATURES

In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on the dates below on its behalf by the undersigned thereunto duly authorized.

AB INTERNATIONAL GROUP CORP.