AB International (ABQQ) 10-Q/A 2021 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended February 28, 2021
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 000-55979

AB International Group Corp.

(Exact name of registrant as specified in its charter)

Nevada	37-1740351
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
48 Wall Street, Suite 1009, New York, NY 10005
(Address of principal executive offices)
(212) 918-4519
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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. 

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such fi les). [X] Yes [ ] 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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

[  ] Large accelerated filer	[  ] Accelerated filer
[X] Non-accelerated filer	[X] Smaller reporting company
[X] 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] No

State the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: 176,052, 210 common shares as of April 9, 2021

EXPLANATORY NOTE.

AB International Group Corp. (the "Company"), is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (this "Amendment") to restate and amend the Company's previously issued condensed consolidated financial statements and related financial information for the three and six months ended February 28, 2021, which was filed with the Securities and Exchange Commission on April 14, 2021 (the "Original Filing Date"). For the convenience of the reader, this Form 10-Q/A amends and restates the Original Form 10-Q in its entirety. As a result, it includes both items that have been changed as a result of the restatement and items that are unchanged from the Original Form 10-Q. This Form 10-Q/A speaks as of the date of the Original Form 10-Q and has not been updated to reflect events occurring subsequent to the filing of the Original Form 10-Q other than those associated with the restatement of our condensed consolidated financial statements.

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	8
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosures	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1	Condensed Consolidated Balance Sheets as of February 28, 2021 (unaudited) and August 31, 2020;
F-2	Condensed Consolidated Statements of Operations for the six months ended February 28, 2021 and February 29, 2020 (unaudited);
F-3	Condensed Consolidated Statements of Shareholders’ Equity for the six months ended February 28, 2021 and February 29, 2020 (unaudited);
F-4	Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2021 and February 29, 2020 (unaudited); and
F-5	Notes to Condensed Consolidated Financial Statements (unaudited).

These interim consolidated 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, 2021 are not necessarily indicative of the results that can be expected for the full year.

3

AB INTERNATIONAL GROUP

Condensed Consolidated Balance Sheets

	February 28,			August 31,
	2021			2020
		(Unaudited) (Restated)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	224,804		$	2,455,061
Prepaid expenses		5,000			11,024
Accounts receivable		51,338			137,700
Related party receivable		1,439			87,581
Due from shareholders		—			61,500
Interest receivable		—			26,240
Other receivable		209,400			—
Total Current Assets		491,981			2,779,106
Fixed assets, net		19,344			16,408
Leasehold improvement, net		60,961			85,345
Right of use operating lease assets, net		85,581			126,354
Intangible assets, net		2,626,526			175,000
Long-term prepayment		1,705,395			1,742,080
Other assets		14,536			18,427
TOTAL ASSETS	$	5,004,325		$	4,942,721
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	108,826		$	359,475
Related party payable		5,504			5,504
Current portion of obligations under operating leases		74,618			73,664
Convertible note and derivative liability		306,212			438,921
Due to shareholder		2,089			476
Tax payable		—			56,750
Other payable		3,827			3,584
Total Current Liabilities		501,076			938,374
Obligations under operating leases, non-current		10,963			48,249
Total Liabilities		512,039			986,623
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized:
Series A preferred stock, 100,000 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		100			—
Series B preferred stock, 20,000 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		20			—
Series C convertible preferred stock, 280,025 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		280			—
Common stock, $0.001 par value, 1,000,000,000 shares authorized:  173,434,446 and 46,661,417 shares issued and outstanding, as of   February 28, 2021 and August 31, 2020, respectively		173,434			46,661
Additional paid-in capital		8,825,968			7,271,983
Accumulated deficit		(4,492,544	)		(2,970,881)
Unearned shareholders' compensation		(14,973	)		(391,666)
Total Stockholders’ Equity		4,492,286			3,956,097
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,004,325		$	4,942,721

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

F-1

AB INTERNATIONAL GROUP

Condensed Consolidated Statements of Operations

(Unaudited)

	Six Months Ended						Three Months Ended
	February 28,						February 28,
	2021			2020			2021			2020
	(Restated)						(Restated)
Revenue	$	153,600		$	294,743		$	76,800		$	138,338
Cost of revenue		(454,927	)		(95,025	)		(298,841	)		(42,979)
Gross Profit		(301,327	)		199,718			(222,041	)		95,359
OPERATING EXPENSES
General and administrative expenses		(764,796	)		(433,244	)		(578,651	)		(277,501)
Related party salary and wages		(184,337	)		(88,852	)		(132,987	)		(42,479)
Total Operating Expenses		(949,134	)		(522,096	)		(711,638	)		(319,980)
Loss From Operations		(1,250,461	)		(322,378	)		(933,679	)		(224,621)
OTHER INCOME (EXPENSES)
Rent income		1,920			—			1,920			—
Interest expense		(128,661	)		(42,627	)		(46,905	)		(95,115)
Interest income		8			—			3			—
Gain /(Loss) from change in fair value		19,094			(50,326	)		117,881			(32,242)
Loss from lease termination		(3,251	)		—			—			—
Loss from prepaid convertible note		(128,316	)		—			(128,316	)		—
Loss from warrant termination		(12,343	)		—			—			—
Loss from warrant exercise		(75,000	)		—			(62,460	)		—
Total other income (expenses)		(326,549	)		(92,953	)		(117,877	)		(127,357)
Loss Before Income Tax Provision		(1,577,010	)		(415,331	)		(1,051,556	)		(351,978)
Income tax benefit		55,347			—			55,347			—
NET INCOME (LOSS)	$	(1,521,663	)	$	(415,331	)	$	(996,209	)	$	(351,978)
LOSS PER SHARE: BASIC	$	(0.01	)	$	(0.09	)	$	(0.01	)	$	(0.07)
LOSS PER SHARE: DILUTED	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.07)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		137,158,120			4,822,000			137,158,120			4,822,000
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		149,594,775			4,933,487			137,735,830			4,933,487

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

F-2

AB INTERNATIONAL GROUP

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Common Stock						Preferred Stock
		Number of Shares			Amount		Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Unearned Shareholders' Compensation			Total Equity
Balance - August 31, 2019		4,822,016		$	4,822		—	$	—	$	6,520,980		$	(1,452,020	)	$	(842,657	)	$	4,231,125
Common shares issued to officers for services		—			—		—		—		—			—			85,102			85,102
Common shares issued for third party services		—			—		—		—		—			—			—			—
Warrant shares issued in conjunction with convertible notes		—			—		—		—		133,023			—			—			133,023
Net loss		—			—		—		—		—			(415,331	)		—			(415,331)
Balance - February 29, 2020		4,822,016		$	4,822		—	$	—	$	6,654,003		$	(1,867,351	)	$	(757,556	)	$	4,033,918
Balance - August 31, 2020		46,661,417		$	46,661		—	$	—	$	7,271,983		$	(2,970,881	)	$	(391,667	)	$	3,956,097
Common shares issued for cash at $0.0140 per share		19,000,000			19,000		—		—		247,000			—			—			266,000
Common shares issued from note conversions		25,406,238			25,406		—		—		158,347			—			—			183,753
Common shares issued from warrant exercises		56,407,922			56,408		—		—		81,358			—			—			137,766
Common shares returned due to officer resignations		(261,111	)		(261	)	—		—		(391,405	)		—			391,666			—
Put Shares issued for cash		15,220,000			15,220		—		—		721,908			—			—			737,128
Common shares issued to officers for services		1,500,000			1,500		—		—		43,500			—			(14,973	)		30,027
Common shares issued for consulting services		9,500,000			9,500		—		—		275,500			—			—			285,000
Series A Preferred Shares issued		—			—		100,000		100		—			—			—			100
Series B Preferred Shares issued		—			—		20,000		20		319,980			—			—			320,000
Series C Preferred Shares issued		—			—		280,025		280		243,220			—			—			243,500
Warrants termination and Exercised		—			—		—		—		(145,423	)		—			—			(145,423)
Net loss		—			—		—		—		—			(1,521,663	)		—			(1,521,663)
Balance - February 28, 2021 - Restated		173,434,466		$	173,434		400,025	$	400	$	8,825,968		$	(4,492,544	)	$	(14,973	)	$	4,492,286

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

F-3

AB INTERNATIONAL GROUP

Condensed Consolidated Statements Cash Flows

(Unaudited)

	Six Months Ended
	February 28,
	2021			2020
	(Restates)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,521,663	)	$	(415,331)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Executive salaries and consulting fees paid in stock		315,127			85,102
Depreciation of fixed asset		26,448			26,204
Amortization of intangible asset		424,207			61,899
Impairment of intangible asset		—			111,115
Loss/(gain) on sales of intangible assets		—			—
Loss/(gain) from change in fair value of derivatives		(19,094	)		50,326
Loss/(gain) from lease termination		3,251			—
Loss/(gain) from warrant termination		12,343			—
Loss/(gain) from warrant exercise		75,000			—
Loss/(gain) prepaid convertible note		128,316			—
Non-cash interest for convertible notes		128,661			147,799
Non-cash note conversion fees		8,750			—
Non-cash lease expense		1,190			—
Changes in operating assets and liabilities:
Accounts receivable		86,362			(76,800)
Receivable on asset disposal		—			1,280,000
Interest receivable		26,240			(52,416)
Related party receivable		86,142			(52,588)
Prepaid expenses		6,024			(30,776)
Rent security & electricity deposit		3,891			—
Purchase of movie and TV series broadcast right and copyright		(2,839,049	)		(992,000)
Accounts payable and accrued liabilities		(250,649	)		(23,614)
Due to / from shareholders		63,113			—
Tax payable		(56,750	)		(7,814)
Other payable		243			(157,824)
Net cash used in operating activities		(3,291,897	)		(46,718)
CA SH FLOWS FROM INVESTING ACTIVITIES
Proceeds from note receivable collection		—			(1,049,600)
Purchase of furniture and equipment		(5,000	)		—
Net cash used in investing activities		(5,000	)		(1,049,600)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes		233,017			311,360
Proceeds from common stock issuances		793,729			—
Proceeds from preferred share issuances		563,500			—
Payments for warrant termination		(95,000	)		—
Prepayments of convertible notes		(428,606	)		—
Net cash provided by financing activities		1,066,639			311,360
Net increase (decrease) in cash and cash equivalents		(2,230,258	)		(784,958)
Cash and cash equivalents - beginning of the quarter		2,455,061			1,564,750
Cash and cash equivalents - end of the quarter		224,804			779,792
Supplemental Cash Flow Disclosures
Cash paid for interest		—			—
Cash paid for income taxes		—			—
Non-Cash Investing and Financing Activities:
Cashless warrant exercises		137,766			133,023
Convertible notes converted to common shares		(183,752	)		—
Additions to ROU assets from operating lease liabilities		20,038			—
Common shares returned due to officer resignations	$	(391,666	)	$	—

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

F-4

AB INTERNATIONAL GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended February 28, 2021 and February 29, 2020

(Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

AB International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013. The Company's fiscal year end is August 31.

We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisition and distribution of movies. We have a patent license to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People's Republic of China. We had launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019, utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficient services. We generate revenues through an agency service fee from each matched performance.

On January 22, 2016, our former sole officer, who owned 83% of our outstanding common shares, sold all of his common shares to unrelated investor Jianli Deng. After the stock sale, we modified our business to focus on the creation of a mobile app marketing engine. The 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 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 June 1, 2017, we 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 to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The Technology is the subject of a utility 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 one year from October 1, 2017 to September 30, 2018, subject to a right to renew for another five years. 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 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 $500,000 initial payment amount due under the Agreement. In October of 2019, the term of this sublicensing agreement was renewed and extended for another five years. 

Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated.

F-5

On March 21, 2018, we 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. We 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. In February of 2020, 100% of the intellectual assets of KryptoKiosk Limited‘s carrying value $48,000 net of amortization is written off since the IP was never transferred to us and no revenue was generated from this intellectual asset.

On September 5, 2018, the Company entered into an agreement to acquire a movie copyright for $768,000 from All In One Media Ltd, which holds 200,000 common shares of the Company as of August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura Blocks Limited is $153,600 as of August 31, 2019. 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 June, 2019. In August of 2019, the Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538.

F-6

In December of 2018, we engaged StarEastnet, a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matching platform (Ai Bian Quan Qiu) 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. “Ai Bian Quan Qiu” 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. Since no large social gathering is allowed as a result of COVID-19, there has been no revenue generated from the performance matching platform (Ai Bian Quan Qiu) since the end of January, 2020. The Company decided that 100% of the carrying amount of Ai Bian Quan Qiu platform and its Wechat official account should be impaired.

In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as 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. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 common shares of the Company, for $422,400 with a gain of $59,792 in August of 2019. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events were suspended. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms.

In August of 2019, the Company entered into a one-year loan agreement to lend $1,047,040 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July 31, 2020. This loan principal balance was paid off in full in July, 2020.

On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited. The term of note receivable is from September 4, 2019 to March 3, 2020. This loan balance was paid off in full on May 4th, 2020 with two months’ extension. 

On April 22, 2020, the Company announced the first phase development of its video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. The Company's professional team are sourcing such dramas and films to provide video streaming service on the ABQQ.tv. The video streaming website www.ABQQ.tv was officially launched on December 29, 2020. As of February 28, 2021, the Company acquired 1 movie copyright and 45 movie broadcast rights. The Company will continue marketing and promoting the ABQQ.tv website through GoogleAds and acquire additional broadcast rights for movies and TV series, and plan to charge subscription fees once the Company has obtained at least 200 broadcast rights of movie and TV series.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31.

Going Concern Uncertainties

The accompanying consolidated 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.

As of February 28, 2021, the Company had an accumulated deficit of approximately $4.5 million and a working capital deficit of $9,100. For the six months ended February 28, 2021, the Company incurred a net loss of approximately $1.5 million and the net cash used in operations was $3.3 million. 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 through February 28, 2022 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 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.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. All intercompany balances and transactions have been eliminated in consolidation.

F-7

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

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 arises 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 consisted of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. 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 six months ended February 28, 2021 and February 29, 2020, and no write-offs for bad debt were recorded for the six months ended February 28, 2021 and February 29, 2020.

Prepaid Expenses

Prepaid expenses primarily consist of consulting fees that have been paid in advance and prepayments of OTC market annual fee, website domain fee, TV promotion fee, and investor relation fee.

The prepaid balances are amortized when the related expense is incurred.

Fixed Asset

Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below:

	Estimated Useful Life
Furniture	7 years
Appliances	5 years

F-8

Leasehold Improvement

Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years.

Intangible Assets

Intangible assets are stated at cost and depreciated as follows:

● Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years

● Movie copyrights and broadcast rights: straight-line method over the estimated life of the asset, which has been determined by management to be 2 years

● Patent: straight-line method over the term of 5 years based on the patent license agreement 

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.

Lease property under operating lease

In February 2016, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve financial reporting about leasing transactions. This guidance required organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which included an option to not restate comparative periods in transition. Under this new guidance, a company applies the standard to leases in place as of the date of initial application, records a cumulative-effect adjustment to retained earnings as of the first day of the adoption year, and follows the new rules for all leases entered or modified going forward.  The Company adopted this new standard on June 1, 2020 with no retrospective adjustments to prior comparative periods. In accordance with ASC 250-10-45-14, a change in accounting principle made in an interim period shall be reflected as if the entity had adopted the new principle on the first day of the adoption year, which is September 1, 2019 for the Company. As such, the adoption of ASC 842 lease accounting standard has resulted in $196,813 lease liabilities with corresponding $201,025 ROU assets net of amortization as of September 1, 2019 based on the present value of the remaining rental payments under current leasing standards for existing leases. The remaining balance of lease liabilities are presented within the current portion of lease liabilities and the non-current portion of lease liabilities on the Consolidated Balance Sheet. 

Impairment of Long-lived asset

The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a Group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value.

F-9

Impairment losses are included in the general and administrative expense. There was no impairment loss during the six months ended February 28, 2021. For the six months ended February 29, 2020, the impairment loss of intangible assets was $111,115, including $48,000 for the intellectual assets acquired from KryptoKiosk Limited and $63,115 for the performance matching platform “Ai Bian Quan Qiu” and its WeChat official account.

Revenue Recognition

The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method.

In accordance with ASC Topic 606, 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 applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract; and

● recognize revenue as the performance obligation is satisfied.

The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation.

The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching.

The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users.

The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs.

F-10

Accounting for Derivative Instruments

The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet.

The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses.

Warrants

Warrants are classified as equity and the proceeds from issuing warrants in conjunction with convertible notes are allocated based on the relative fair values of the base instrument of convertible notes and the warrants by following the guidance of ASC 470-20-25-2 as below:

Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This usually results in a discount (or, occasionally, a reduced premium), which shall be accounted for as interest expense under Topic 835 Interest.

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, 2021 and 2020, there were no unrecognized tax benefits. Please see Note 14 for details.

Value-Added Taxes

The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable.

The Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable.

F-11

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. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. 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 loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for warrants, options and restricted shares under treasury stock method, and for convertible debts under if-convertible method, if dilutive. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period and excludes all potential common shares if their effects are anti-dilutive.

In accordance with the Company’s convertible note agreements, the Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% or 60% of the lowest trading price during the 10 or 20 days prior to the day that the Holder requests conversion. 55% is applicable to EMA Financial whereas 60% applies for the other counterparties. The lowest trading price during 10 days prior to conversion is applicable to East Capital and Fidelis Capital, whereas the other counterparties utilize the lowest trading price during the preceding 20 days. The number of diluted shares from convertible notes is calculated with the assumption of converting all the outstanding principal balance and unpaid interest expense to common shares at the beginning of the period or at the time of issuance, if later.

The number of diluted shares from warrants is the upper limit to which warrants can be converted into common shares and adjusted for anti-dilution clauses.

As of February 28, 2021, 12,436,655 potentially diluted shares were from convertible notes. As of February 29, 2020, 66,791 potentially diluted shares were from convertible notes and 44,680 potentially diluted shares were from warrants.

	As of February, 28,
Diluted shares NOT included in basic loss per share computation	2021		2020
Warrants		—		44,680
Convertible notes		12,436,655		66,791

Reclassification

A related party payable of $5,504 as of August 31, 2020 which had been included in accounts payable and accrued liabilities has been reclassified to "related party payable" to conform to the current period's presentation.

Recent Accounting Pronouncements

In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations.

F-12

In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations.

Effective September 1, 2019, the Company adopted ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations.

In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

F-13

NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has previously entered into an agreement with ZESTV STUDIOS LIMITED to grant ZESTV STUIDIOS LIMITED the distribution right for the movie “Love over the world” and charge ZESTV STUIDIOS LIMITED movie royalties. The Company’s royalties revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although ZESTV STUDIOS LIMITED has paid royalties revenue to the Company, ZESTV STUDIOS LIMITED failed to collect cash from Hua Xia. Therefore, the Company determined that it was an error to record royalty revenue for this customer contract as the management determined the contract did not meet the required criteria to recognize revenue under FASB ASC 606 – Revenue from contracts with customers.

The following table presents the effect of the Restatement Items and Other Adjustments, on the Company’s condensed consolidated balance sheet as of February 28, 2021:

	For the period ended February 28, 2021
	As previously filed			Restatement Adjustments			As Restated			Restatement References
ASSETS
Current Assets
Cash and cash equivalents		224,804			—			224,804
Prepaid expenses		5,000			—			5,000
Account receivable		51,338			—			51,338
Related party receivable		699,149			(697,709	)		1,439		a
Subscription receivable		—			—			—
Interest receivable		—			—			—
Other receivable		209,400			—			209,400
Total Current Assets		1,189,690			(697,709	)		491,981
Fixed assets, net		19,344			—			19,344
Leasehold improvement, net		60,961			—			60,961
Right of use operating lease assets, net		85,581			—			85,581
Intangible assets, net		2,626,526			—			2,626,526
Long-term prepayment		1,705,395			—			1,705,395
Other assets		14,536			—			14,536
TOTAL ASSETS		5,702,034			(697,709	)		5,004,325
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities		108,826			—			108,826
Related party payable		5,504			—			5,504
Current portion of obligations under operating leases		74,618			—			74,618
Convertible note and derivative liability		306,212			—			306,212
Due to shareholder		2,089			—			2,089
Tax payable		—			—			—
Other payable		3,827			—			3,827
Dividend payable		—			—			—
Total Current Liabilities		501,076			—			501,076
Obligations under operating leases, non-current		10,963			—			10,963
Total Liabilities		512,039			—			512,039
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized;
Series A preferred stock, 100,000 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		100			—			100
Series B preferred stock, 20,000 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		20			—			20
Series C preferred stock, 280,025 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		280			—			280
Series D preferred stock, 0 and 0 shares issued and outstanding, as of February 28, 2021 and August 31, 2020, respectively		—			—			—
Common stock, $0.001 par value, 1,000,000,000 shares authorized;  173,434,446 and 46,661,417 shares issued and outstanding, as of   February 28, 2021 and August 31, 2020, respectively		173,434			—			173,434
Additional paid-in capital		8,825,968			—			8,825,968
Accumulated deficit		(3,794,835	)		(697,709	)		(4,492,544	)	a
Unearned shareholders' compensation		(14,973	)		—			(14,973	)
Total Stockholders’ Equity		5,189,995			(697,709	)		4,492,286
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		5,702,034			(697,709	)		5,004,325

a)	To reverse the revenue recognized from the movie box office revenue in China for the movie “Love over the World” (Chinese name “Ai Bian Quan Qiu”).
b)	To recognize retained earning adjustment in the current year income statement as the balance is immaterial. As the Company applied the calendar year to its tax return and the calendar year 2017 had a net loss,  $55,347 income tax expense booked in 2017 was reversed.
c)	To reclass the cash used to purchase movie and TV series broadcast rights and copyrights from the investing cash flow to the operating cash flow and combine the changes in long-term prepayment and intangible assets into one line of "Purchase of movie and TV series broadcast right and copyright" under the operating cash flow.

The following table presents the effect of the Restatement Items and Other Adjustments, on the Company’s condensed consolidated statement of operations for the six months ended February 28 ,2021:

	For the six months ended February 28, 2021
	As previously filed			Restatement Adjustments			As Restated			Restatement References
Revenue		851,309			(697,709	)		153,600		a
Cost of revenue		(454,927	)		—			(454,927	)
Gross Profit (Loss)		396,382			(697,709	)		(301,327	)
OPERATING EXPENSES
General and administrative expenses		(764,796	)		—			(764,796	)
Research and development expenses		—			—			—
Related party salary and wages		(184,337	)		—			(184,337	)
Total Operating Expenses		(949,134	)		—			(949,134	)
Loss from operations		(552,752	)		(697,709	)		(1,250,461	)
OTHER INCOME (EXPENSES)
Rent income		1,920			—			1,920
Interest expense		(128,661	)		—			(128,661	)
Interest income		8			—			8
Preferred shares dividend expense		—			—			—
Loss from change in fair value		19,094			—			19,094
Loss from lease termination		(3,251	)		—			(3,251	)
Loss from prepaid convertible note		(128,316	)		—			(128,316	)
Loss from warrant termination		(12,343	)		—			(12,343	)
Loss from warrant exercise		(75,000	)		—			(75,000	)
Total other income (expenses)		(326,549	)		—			(326,549	)
Loss before income tax provision
Income tax provision		—			55,347			55,347		b
Net loss from operations		(879,301	)		(642,362	)		(1,521,663	)
NET LOSS		(879,301	)		(642,362	)		(1,521,663	)
NET LOSS PER SHARE: BASIC		(0.01	)					(0.01	)
NET LOSS PER SHARE: DILUTED		(0.01	)					(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		137,158,120						137,158,120
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		149,594,775						149,594,775

a)	To reverse the revenue recognized from the movie box office revenue in China for the movie “Love over the World” (Chinese name “Ai Bian Quan Qiu”).
b)	To recognize retained earning adjustment in the current year income statement as the balance is immaterial. As the Company applied the calendar year to its tax return and the calendar year 2017 had a net loss,  $55,347 income tax expense booked in 2017 was reversed.
c)	To reclass the cash used to purchase movie and TV series broadcast rights and copyrights from the investing cash flow to the operating cash flow and combine the changes in long-term prepayment and intangible assets into one line of "Purchase of movie and TV series broadcast right and copyright" under the operating cash flow.

The following table presents the effect of the Restatement Items and Other Adjustments, on the Company’s condensed consolidated statement of operations for the three months ended February 28 ,2021:

	For the three months ended February 28, 2021
	As previously filed			Restatement Adjustments			As Restated			Restatement References
Revenue		774,509			(697,709	)		76,800		a
Cost of revenue		(298,841	)		0			(298,841	)
Gross Profit (Loss)		475,668			(697,709	)		(222,041	)
OPERATING EXPENSES
General and administrative expenses		(578,651	)		—			(578,651	)
Related party salary and wages		(132,987	)		—			(132,987	)
Total Operating Expenses		(711,638	)		—			(711,638	)
Loss Fom Operations		(235,970	)		(697,709	)		(933,679	)
OTHER INCOME (EXPENSES)
Rent income		1,920			—			1,920
Interest expense		(46,905	)		(0	)		(46,905	)
Interest income		3			(0	)		3
Gain /(Loss) from change in fair value		117,881			—			117,881
Loss from lease termination		—			—			—
Loss from prepaid convertible note		(128,316	)		—			(128,316	)
Loss from warrant termination		—			—			—
Loss from warrant exercise		(62,460	)		—			(62,460	)
Total other income (expenses)		(117,877	)		(0	)		(117,877	)
Loss Before Income Tax Provision		(353,846	)		(697,709	)		(1,051,556	)
Income tax benefit		—			55,347			55,347		b
NET LOSS		(353,846	)		(642,362	)		(996,209	)
NET LOSS PER SHARE: BASIC		(0.00	)		(0.00	)		(0.01	)	a
NET LOSS PER SHARE: DILUTED		(0.00	)		(0.00	)		(0.01	)	a
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		137,158,120			—			137,158,120
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		137,735,830			—			137,735,830

a)	To reverse the revenue recognized from the movie box office revenue in China for the movie “Love over the World” (Chinese name “Ai Bian Quan Qiu”).
b)	To recognize retained earning adjustment in the current year income statement as the balance is immaterial. As the Company applied the calendar year to its tax return and the calendar year 2017 had a net loss, $55,347 income tax expense booked in 2017 was reversed.
c)	To reclass the cash used to purchase movie and TV series broadcast rights and copyrights from the investing cash flow to the operating cash flow and combine the changes in long-term prepayment and intangible assets into one line of "Purchase of movie and TV series broadcast right and copyright" under the operating cash flow.

The following table presents the effect of the Restatement Items and Other Adjustments, on the Company’s condensed consolidated statement of cash flows for the six months ended February 28 ,2021:

	For the six months ended February 28, 2021
	As previously filed			Restatement Adjustments			As Restated			Restatement References
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(879,301	)		(642,362	)		(1,521,663	)	a, b
Adjustments to reconcile net income (loss) to net cash from operating activities:
Executive salaries and consulting fees paid in stock		315,127			—			315,127
Depreciation of fixed asset		26,448			—			26,448
Amortization of intangible asset		424,207			—			424,207
Impairment of intangible asset		—			—			—
Loss/(gain) from change in fair value of derivatives		(19,094	)		—			(19,094	)
Loss/(gain) from lease termination		3,251			—			3,251
Loss/(gain) from warrant termination		12,343			—			12,343
Loss/(gain) from warrant exercise		75,000			—			75,000
Loss/(gain) prepaid convertible notes		128,316			—			128,316
Non-cash interest for convertible notes		128,661			—			128,661
Non-cash note conversion fees		8,750			—			8,750
Non-cash lease expense		1,190			—			1,190
Changes in operating assets and liabilities:					—			—
Accounts receivable		86,362			—			86,362
Receivable on asset disposal		—			—			—
Interest receivable		26,240			—			26,240
Related party receivable		(611,567	)		697,709			86,142		a
Prepaid expenses		6,024			—			6,024
Rent security & electricity deposit		3,891			—			3,891
Long-term prepayment		36,685			(36,685	)		—		c
Purchase of movie and TV series broadcast right and copyright		—			(2,839,049	)		(2,839,049	)	c
Accounts payable and accrued liabilities		(250,649	)		—			(250,649	)
Due to / from shareholders		63,113			—			63,113
Tax payable		(1,403	)		(55,347	)		(56,750	)	b
Other payable		243			—			243
Net cash provided by / (used in) operating activities		(416,164	)		(2,875,733	)		(3,291,897	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds collected from note receivable		—			—			—
Purchase of movie and TV series broadcast right and copyright		(2,875,733	)		2,875,733			—		c
Purchase of furniture and equipment		(5,000	)		—			(5,000	)
Net cash used in investing activities		(2,880,733	)		2,875,733			(5,000	)
CASH FLOWS FROM FINANCING ACTIVITIES								—
Proceeds from issuance of convertible notes		233,017			—			233,017
Proceeds from common stock issuances		793,729			—			793,729
Proceeds from preferred share B issuances		320,000			—			320,000
Proceeds from preferred share C issuances		243,500			—			243,500
Proceeds from preferred share D issuances		—			—			—
Payments for warrant termination		(95,000	)		—			(95,000	)
Prepayments of convertible notes		(428,606	)		—			(428,606	)
Net cash provided by financing activities		1,066,639			—			1,066,639
					—
Net increase (decrease) in cash and cash equivalents		(2,230,258	)		—			(2,230,258	)
Cash and cash equivalents - beginning of the quarter		2,455,061			—			2,455,061
Cash and cash equivalents - end of the quarter		224,804			—			224,804
					—
Supplemental Cash Flow Disclosures					—
Cash paid for interest		—			—			—
Cash paid for income taxes		—			—			—
					—
Non-Cash Investing and Financing Activities:					—
Cashless warrant exercises		137,766			—			137,766
Convertible notes converted to common shares		(183,752	)		—			(183,752	)
Additions to ROU assets from operating lease liabilities		20,038			—			20,038
Common shares returned due to officer resignations		(391,666	)		—			(391,666	)

a)	To reverse the revenue recognized from the movie box office revenue in China for the movie “Love over the World” (Chinese name “Ai Bian Quan Qiu”).
b)	To recognize retained earning adjustment in the current year income statement as the balance is immaterial. As the Company applied the calendar year to its tax return and the calendar year 2017 had a net loss, $55,347 income tax expense booked in 2017 was reversed.
c)	To reclass the cash used to purchase movie and TV series broadcast rights and copyrights from the investing cash flow to the operating cash flow and combine the changes in long-term prepayment and intangible assets into one line of "Purchase of movie and TV series broadcast right and copyright" under the operating cash flow.

NOTE 4 – PREPAID EXPENSES

Prepaid expense was $5,000 and $11,024 as of February 28, 2021 and August 31, 2020, respectively. Prepaid expense as of February 28, 2021 primarily includes $5,000 prepayment of OTC market annual fee.

NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT

The Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. Leasehold improvement relates to renovation and upgrade of an office and an offline display store. The leasehold improvement is depreciated over 3 years which equal the terms of the operating lease for renting an office. The furniture and appliances are depreciated over 7 and 5 years, respectively.

The depreciation expense was $26,448and $26,204 for the six months ended Feb 28, 2021 and 2020, respectively. 

	February 28, 2021			August 31, 2020
Appliances and furniture	$	25,974		$	20,974
Leasehold improvement		146,304			146,304
Total cost		172,278			167,278
Accumulated depreciation		(91,973	)		(65,525)
Property and equipment, net	$	80,305		$	101,753

NOTE 6 – INTANGIBLE ASSETS

As of February 28, 2021 and August 31, 2020, the balance of intangible assets are as follows;

	February 28, 2021			August 31, 2020
Patent	$	500,000		$	500,000
Movie copyrights		853,333			—
Movie and TV series broadcast rights		2,022,400			—
Total cost		3,375,733			500,000
Accumulated amortization		(749,207	)		(325,000)
Intangible assets, net	$	2,626,526		$	175,000

Intangible assets include 1) a patent obtained from Guangzhou Shengshituhua Film and Television Company Limited as a worldwide license to a video synthesis and release system for mobile communications equipment, 2) a movie copyright for the movie “Ai Bian Quan Qiu”, and 3) broadcast rights for fourty-five movie and TV series. The amortization expense for six months ended February 28, 2021 and February 29, 2020 was $424,207 and $61,899, respectively.

The estimated amortization expense for each of the two succeeding years is as follows. The intangible assets as of February 28, 2021 will be fully amortized in the fiscal year of 2023.

Periods ending February 28,	Amortization expense
2022	$	1,537,867
2023	$	1,088,660

NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET  

Rights-to-use lease assets, net consisted of the following:

	February 28, 2021			August 31, 2020
Right-to-use gross asset	$	215,853		$	228,510
Less: accumulated amortization		(130,272	)		(102,156)
Right-to-use asset, net	$	85,581		$	126,354

The estimated amortization expenses for each of the two succeeding years is as follows: 

Year ending February 28,		Amortization expense
	2021	$	74,619
	2022	$	10,962
	Total	$	85,582

F-14

NOTE 8 - LONG-TERM PREPAYMENT

In September 2019, the Company entered into an agreement with Guangzhou Yuezhi Computer Ltd. for upgrading software of the “Ai Bian Quan Qiu” platform at a cost of $128,000. $108,800 was paid upon signing the agreement and recorded as long-term prepayment in Q1, FY2020. As COVID-19 restricted crowd-gathering, “Ai Bian Quan Qiu” platform has not generated any revenue since mid-January,2020, the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 FY2020 and the remaining 20% intangible asset in Q4 FY2020. As such, $108,800 prepayment was expensed as research and development expense from the previously recognized long-term prepayment asset.

As of February 28, 2021, the long-term prepayment balance of $1,705,395 relates to six copyrights for movies and TV series as below:

• In November 2019, the Company acquired two broadcast rights for online streaming at a price of $256,000 for “Lushang” (English name: “On The Way”) and $115,200 for “Qi Qing Kuai Che” (English name: “Confusion”). “Lushang” broadcast right permits online streaming globally, whereas “Qi Qing kuai Che” only allows online streaming outside China. Both of them have been fully paid. As these two movies have not yet been approved for screening by the Chinese government, the balances were recorded as long-term prepayment.

• In June 2020, the Company acquired broadcast rights for a TV series of “If Time Could Stop At The Moment When We First Met” and a movie of “Huafeng” at a price of $640,000 and $422,420, respectively. These broadcast rights are both for online streaming globally. As of February 28, 2021, $435,200 and $295,680 has been paid and recorded as long-term prepayment for “If Time Could Stop At The Moment When We First Met” and “Huafeng”, respectively.  

• In January 2021, the Company acquired a movie copyright” Kai Shi Er Yi” (English name: “Our Treasures”) at a price of $936,960. As of February 28, 2021, $603,315 has been paid and recorded as long-term prepayment for “Kai Shi Er Yi”.

NOTE 9 - CONVERTIBLE NOTES

On November 18, 2019, the Company closed a private financing with EMA Financial, LLC (“EMA Financial” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $250,000, and upon issuance, the Company is expected to receive net proceeds of $228,333 after subtracting an original issue discount of $21,667 per the Note agreement. This Note carries a prorated original issue discount of up to $21,667 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note.

As part of initial closing the outstanding principal amount shall be $75,000 and the Holder shall pay $68,500 of the consideration (the “First Tranche”).  Out of $68,500 consideration, the Company has received $64,737 cash from EMA Financial with the remaining $3,763 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 9 months with the maturity date on August 18, 2020.  The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date.

In connection with the issuance of the Note, the Company granted EMA Financial a five-year cashless warrant (the “Warrant”) to purchase 30,000 shares of common stock at an exercise price of $12.5 per share. As of November 30, 2020, EMA Financial exercised 100% of the total warrant shares to acquire 45,851,221 common shares through cashless exercises.

On December 13, 2019, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership (“Peak One” or the “Holder”), pursuant to which we issued and sold to the Peak One a convertible promissory note. The Note has an original principal amount of $235,000, and upon issuance, the Company is expected to receive net proceeds of $211,500 after subtracting an original issue discount of $23,500 per the Note agreement. This Note carries a prorated original issue discount of up to $23,500 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note.

F-15

As part of initial closing the outstanding principal amount shall be $85,000 and the Holder shall pay $76,500 of the consideration (the “First Tranche”). Out of $76,500 consideration, the Company has received $65,312 cash from Peak One with the remaining $11,188 spent as legal expense for note issuance and due diligence fees. Peak One has converted all the convertible notes into 1,096,846 common shares by July 16th, 2020.

The term of this convertible note is 1 year with the maturity date on December 09, 2020. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to the lesser of (a) $10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the Conversion Price is less than $0.01 per share, then Sixty percent (60%) shall automatically adjust to Fifty percent (50%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of conversion of the Debenture), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events.

In connection with the issuance of the Note, the Company granted Peak One a five-year cashless warrant (the “Warrant”) to purchase 10,000 shares of common stock at an exercise price of $10 per share. As of November 30, 2020, Peak One exercised 100% of the total warrant shares to acquire 3,720,326 common shares through cashless exercises.

On January 8, 2020, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC, a New York limited company (“Crown Bridge”), pursuant to which the Company issued and sold to Crown a convertible promissory note, dated January 8, 2020, in the principal amount of $121,500. Upon issuance, the Company is expected to receive net proceeds of $109,500 after subtracting an original issue discount of $12,000 per the Note agreement. This Note carries a prorated original issue discount of up to $12,000 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note.

As part of initial first tranche closing on January 8th, 2020 the outstanding principal amount shall be $40,500 and the Holder shall pay $36,500 of the consideration (the “First Tranche”). Out of $36,500 consideration, the Company has received $34,992 cash from Crown Bridge with the remaining $1,508 spent as legal expense for note issuance and due diligence fees.

As part of the second tranche closing on July 23rd, 2020 the outstanding principal amount shall be $50,000 and the Holder shall pay $47,500 of the consideration (the “Second Tranche”). Out of $47,500 consideration, the Company has received $42,987 cash from Crown Bridge with the remaining $ 4,513 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 1 year with the maturity date on January 8, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal lesser (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The Conversion Price shall be the lesser of (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Principal Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Principal Market is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets.

In connection with the issuance of each tranche of the Note, the Company granted Crown Bridge a five-year cashless warrant (the “Warrant”) to purchase 4,680 shares of common stock at an exercise price of $12.5 per share.

On December 31, 2019, the Company closed a private financing with Auctus Capital Partners, LLC, (“Auctus” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with no original discount upon issuance.

F-16

As part of initial closing the outstanding principal amount shall be $75,000 and the Holder shall pay $75,000 of the consideration (the “First Tranche”). Out of $75,000 consideration, the Company has received $59,342 cash from Auctus with the remaining $15,658 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 9 months with the maturity date on September 30, 2020. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price is the lesser of: (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trade price on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTC Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc.

On February 13, 2020, the Company closed a private financing with East Capital Investment Corporation (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000 with no original discount upon issuance.

As part of initial closing the outstanding principal amount shall be $50,000 and the Holder shall pay $50,000 of the consideration (the “First Tranche”). Out of $50,000 consideration, the Company has received $43,492 cash from EMA Financial with the remaining $6,508 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 1 year with the maturity date on February 13, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties.

On February 19, 2020, the Company closed a private financing with Fidelis Capital, LLC, (“Fidelis” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000 with no original discount upon issuance.

As part of initial closing the outstanding principal amount shall be $50,000 and the Holder shall pay $50,000 of the consideration (the “First Tranche”). Out of $50,000 consideration, the Company has received $43,487 cash from Fidelis with the remaining $6,513 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 1 year with the maturity date on February 19, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties.

On March 12, 2020, the Company closed a private financing with Armada Capital Partners, LLC, (“Armada” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $38,500 and an original issue discount of $3,500 per the Note agreement.

As part of initial closing the outstanding principal amount shall be $38,500 and the Holder shall pay $35,000 of the consideration (the “First Tranche”). Out of $35,000 consideration, the Company has received $32,992 cash from Fidelis with the remaining $2,008 spent as legal expense for note issuance and due diligence fees.

F-17

The term of this convertible note is 1 year with the maturity date on March 12, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. In connection with the issuance of the Armada Note, the Company granted Armada a five-year cashless warrant (the “Warrant”) to purchase 4,200 shares of the Company’s common stock at an exercise price of $12.50 per share.

On July 17, 2020, the Company closed a private financing with EMA Financial, LLC (“EMA Financial” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000, and upon issuance, carries a prorated original issue discount of up to $2,500 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note.

As part of initial closing the outstanding principal amount shall be $50,000 and the Holder shall pay $47,500 of the consideration. Out of $47,500 consideration, the Company has received $42,987 cash from EMA Financial with the remaining $4,513 spent as legal expense for note issuance and due diligence fees.

The term of the convertible note is 1 year with the maturity date on July 17, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date.

On July 24, 2020, the Company closed a private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $130,000 with no original discount upon issuance.

As part of initial closing the outstanding principal amount shall be $130,000 and the Holder shall pay $130,000 of the consideration (the “First Tranche”). Out of $130,000 consideration, the Company has received $116,079 cash from Power up with the remaining $13,921 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is 1 year with the maturity date on July 24, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date.

On August 18, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $63,000 with no original discount upon issuance.

As part of closing the outstanding principal amount shall be $63,000 and the Holder shall pay $63,000 of the consideration (the “Second Tranche”). Out of $63,000 consideration, the Company has received $54,939 cash from Power up with the remaining $8,061 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is one year with the maturity date on August 18, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date .

F-18

On September 1, 2020, the Company closed another private financing with Jefferson Street Capital LLC, (“Jefferson Street Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $82,500 with $7,500 discount upon issuance.

As part of closing the outstanding principal amount shall be $82,500 and the Holder shall pay $75,000 of the consideration. Out of $75,000 consideration, the Company has received $68,949 cash from Jefferson Street Capital with the remaining $6,051 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is one year with the maturity date on September 1, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date 

On September 1, 2020, the Company closed another private financing with FirstFire Global Opportunities Fund, LLC, (“FirstFire Global” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with $3,750 discount upon issuance.

As part of closing the outstanding principal amount shall be $75,000 and the Holder shall pay $71,250 of the consideration. Out of $71,250 consideration, the Company has received $61,498 cash from FirstFire Global with the remaining $9,752 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is nine months with the maturity date on June 1, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date 

On October 8, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $55,000 with no original discount upon issuance.

As part of closing the outstanding principal amount shall be $55,000 and the Holder shall pay $55,000 of the consideration. Out of $55,000 consideration, the Company has received $47,579 cash from Power up with the remaining $7,421 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is one year with the maturity date on October 8, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date.

On October 9, 2020, the Company closed another private financing with East Capital Investment Corp., (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $62,700 with no original discount upon issuance.

F-19

As part of closing the outstanding principal amount shall be $62,700 and the Holder shall pay $62,700 of the consideration. Out of $62,700 consideration, the Company has received $54,992 cash from Power up with the remaining $7,708 spent as legal expense for note issuance and due diligence fees.

The term of this convertible note is one year with the maturity date on October 9, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date.

The below table summarizes all the convertible notes issued during the year ended August 31, 2020.

Counterparties	Issuance date	Maturity date	Principal Amount		Purchase Price		Discount on Note issuance		(Restated) Note issuance costs		Proceeds Received (USD)
EMA Financial	November 18, 2019	August 18, 2020	$	75,000	$	68,500	$	6,500	$	3,763	$	64,737
Peak One Opportunity	December 9, 2019	December 9, 2022	$	85,000	$	76,500	$	8,500	$	11,188	$	65,312
Crown Bridge (Tranche I)	January 8, 2020	January 8, 2021	$	40,500	$	36,500	$	4,000	$	1,508	$	34,992
Auctus Fund Note	December 31, 2019	September 30, 2020	$	75,000	$	75,000	$	-	$	15,658	$	59,342
East Capital	February 13, 2020	February 13, 2021	$	50,000	$	50,000	$	-	$	6,508	$	43,492
Fidelis Capital	February 19, 2020	February 19, 2021	$	50,000	$	50,000	$	-	$	6,513	$	43,487
Armada Partners	March 12, 2020	March 12, 2021	$	38,500	$	35,000	$	3,500	$	2,008	$	32,992
EMA Financial	July 17, 2020	July 17, 2021	$	50,000	$	47,500	$	2,500	$	4,513	$	42,987
Crown Bridge (Tranche II)	July 23, 2020	July 23, 2021	$	40,500	$	36,500	$	4,000	$	2,208	$	34,292
Power Up Lending (Tranche I)	July 24, 2020	July 24, 2021	$	130,000	$	130,000	$	-	$	13,921	$	116,079
Power Up Lending  (Tranche II)	August 18, 2020	August 18, 2021	$	63,000	$	63,000	$	-	$	8,061	$	54,939
			$	697,500	$	668,500	$	29,000	$	75,849	$	592,651

The below table summarizes all the convertible notes issued during the six months ended February 28, 2021.

Counterparties	Issuance date	Maturity Date	Principal Amount		Purchase Price		Discount on Note issuance		Note issuance costs		Proceeds Received (USD)
Jefferson Street Capital	September 1,2020	September 1, 2021		82,500		75,000		7,500		6,051		68,949
FirstFire Global	September 1,2020	June1, 2021		75,000		71,250		3,750		9,752		61,498
Power Up Lending	October8, 2020	October 8, 2021		55,000		55,000		-		7,421		47,579
East Capital	October 9, 2020	October 9, 2021		62,700		62,700		-		7,708		54,992
			$	275,200	$	263,950	$	11,250	$	30,932	$	233,018

The following table summarizes the convertible note and derivative liability in the balance sheet at February 28, 2021:

Balance, August 31, 2020	$	438,921
Principal	$	(160,846)
Discount on Note issuance	$	48,139
Accrued interest expense	$	(909)
Derivative liability	$	(19,094)
Balance, February 28, 2021	$	306,212

F-20

The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used as of February 28, 2021 include (1) risk-free interest rates of 0.06%, (2) expected equity volatility of 66.25% - 66.3%, (3) zero dividends, (4) discount for lack of marketability of 30% (5) remaining terms and conversion prices as set forth in the convertible note agreement, and (6) the common stock price of the underlying share on the valuation date of February 28, 2021.

The Company recognizes gain due to convertible feature of $19,094 in the income statement for the six months ended February 28, 2021.

The Company prepaid nine convertible notes during the six months ended February 28, 2021 as below:

Convertible Notes	Beginning Principal after Note Conversion		Total Interest Accrued		Paid Date		Paid Principal			Paid Interest			Principal balance Outstanding		Payment amount		Loss from prepaid convertible note
Crown Bridge (Tranche I)		1,082		2,641		12/9/2020		(1,082	)		(2,641	)		—		72,500		(26,732	)
Crown Bridge (Tranche II)		40,500		1,545		12/9/2020		(40,500	)		(1,545	)		—
EMA Financial		50,000		1,990		12/9/2020		(50,000	)		(1,990	)		—		72,800		(20,810	)
Power Up Lending		130,000		6,491		1/22/2021		(130,000	)		(6,491	)		—		190,925		(54,434	)
Power Up Lending		63,000		3,042		2/10/2021		(63,000	)		(3,042	)		—		92,380		(26,338	)
East Capital		40,500		2,461		—		—			—			62,700		—
Power Up Lending		50,000		3,042		—		—			—			55,000		—
Jefferson Street		50,000		4,097		—		—			—			82,500		—
FirstFire Global		38,500		6,586		—		—			—			75,000		—
Total	$	463,582	$	31,895		—	$	(284,582	)	$	(15,709	)	$	275,200	$	428,605	$	(128,315	)

The Holders converted convertible notes to common shares during the six months ended February 28, 2021 as below:

EMA Financial:

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 1, 2020		5,285		5,285		5,154		—		10,439		1,000		—	$	0.00812		1,408,800
Total				5,285		5,154		—		10,439		1,000						1,408,800

Auctus Capital Partners:

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 8, 2020		33,295		12,055		73		—		12,128		750		21,240	$	0.00510		2,525,000
September 18, 2020		21,240		15,233		58		—		15,291		750		6,007	$	0.00510		3,145,300
September 29, 2020		6,007		6,007		18		11,082		17,107		750		—	$	0.00480		3,720,200
October 22, 2020		—		—		—		3,918		3,918		750		—	$	0.00216		2,161,240
Total				33,295		149		15,000		48,444		3,000						11,551,740

*On September 29, 2020, $6,007 of the Auctus Capital convertible note was converted to 17,107 shares of common stock at a conversion price $ 0.0048, 60% of the lowest trading price in the 20 days prior to the conversion dates. Additional most-favored-nation (MFN) principal of $15,000 was triggered when the conversion price is lower than $0.1. The remaining Auctus Capital convertible note principal balance was $0, including $15,000 MFN principal.

F-21

East Capital:

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 8, 2020		26,600		13,300		250		—		13,550		—		13,300	$	0.01020		1,328,431
September 25, 2020		13,300		13,300		129		—		13,429		—		—	$	0.00960		1,398,854
Total				26,600		379		—		26,979		—						2,727,285

Fidelis Capital:

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 1, 2020		41,000		25,671		—		—		25,671		—		15,329	$	0.01218		2,107,648
September 9, 2020		15,329		15,329		2,605		—		17,934		—		—	$	0.01020		1,758,257
Total				41,000		2,605		—		43,605		—						3,865,905

Armada Partners:

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 25, 2020		25,500		13,000		213		—		13,213		500		12,500	$	0.01020		1,344,363
October 6, 2020		12,500		12,500		38		—		12,538		500		—	$	0.00960		1,358,145
Total				25,500		251		—		25,751		1,000						2,702,508

Crown Bridge (Tranche I): 

Conversion date	Beginning principal balance		Principal Amount Converted		Interest Amount Converted		MFN Principal		Total converted principals and unpaid interest		Closing Fee		Ending principal balance		Conversion Price		Converted Shares
September 8, 2020		20,867		6,400		—		—		6,400		1,250		14,467	$	0.00765		1,000,000
September 22, 2020		14,467		5,635		—		—		5,635		1,250		8,832	$	0.00765		900,000
October 1, 2020		8,832		7,750		—		—		7,750		1,250		1,082	$	0.00720		1,250,000
Total				19,785				—		19,785		3,750						3,150,000

F-22

NOTE 10 - WARRANTS

On December 9, 2019, January 8, 2020, January 17, 2020, March 12, 2020, and July 23, 2020 the Company issued warrants to EMA Financial, Peak One Opportunity, Crown Bridge, and Armada Partners in conjunction with their convertible notes (see Note 8). Classified as equity, these detachable warrants issued in a bundled transaction with convertible notes are accounted for separately as additional paid-in capital for the portion of the proceeds allocated to them. The allocation of the sales proceeds between the base instrument of convertible notes and the warrants are allocated based on the relative fair values of the base instrument of convertible notes and the warrants following the guidance in ASC 470-20-25-2.

On July 30, 2020, the Company issued $750,000 warrant shares to Peak One Opportunity in connection with the Equity Purchase Agreement, which is the “Financing Agreement” signed on July 30, 2020 to sell to Peak One up to $10,000,000 worth of the Company’s common stock over the period ending twenty-four (24) months after the date the Registration Statement.

The fair value of the stock warrants granted to EMA Financial was estimated at $106,540 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12 per share, average risk-free interest rate of 0.89%, expected dividend yield of zero, remaining contractual life of 4.89 years, and an average expected volatility of 58.11%.

The fair value of the stock warrants granted to Peak One was estimated at $39,515 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $10 per share, average risk-free interest rate of 0.89%, expected dividend yield of zero, remaining contractual life of 4.78 years, and an average expected volatility of 57.51%. The fair value of the stock warrants granted to Crown Bridge (Tranche I) was estimated at $17,443 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12.5 per share, average risk-free interest rate of 0.89%, expected dividend yield of zero, remaining contractual life of 4.86, and an average expected volatility of 57.97%.

The fair value of the stock warrants granted to Armada was estimated at $12,341 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12.5 per share, average risk-free interest rate of 0.29%, expected dividend yield of zero, remaining contractual life of 4.78, and an average expected volatility of 61.54%.

The fair value of the stock warrants granted to Crown Bridge (Tranche II), issued on July 23, 2020 was estimated at $126,112 on August 31, 2020 using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $0.00905 per share, average risk-free interest rate of 0.28%, expected dividend yield of zero, remaining contractual life of 4.90, and an average expected volatility of 55.33%.

The fair value of the stock warrants granted to Peak One, a standalone warrant issued on July 30, 2020 was estimated at $45,722 on August 31, 2020 using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $0.1 per share, average risk-free interest rate of 0.27%, expected dividend yield of zero, remaining contractual life of 4.92, and an average expected volatility of 55.29%.

As of February 28, 2021, the Company exercised the following warrant shares to acquire common shares via cashless exercises as below:

Peak One warrant issued on December 9, 2019:

Date of Exercise	Anti Dilution Value of Warrant Shares	Anti Dilution Base (Exercise) Price (B)	Mkt Price (90 Day High Preceding Exercise date) (A)	# of WTS Shares Elected for purchase (Y)	Common Shares to be issued upon exercise (X) = Y(A-B)/A	Cashless Payment
July 20, 2020	$100,000	$  0.0300	$            21.00	250,358	250,000	$7,511
July 21, 2020	$92,489	$  0.0300	$            21.00	250,358	250,000	$7,511
July 23, 2020	$84,979	$  0.0300	$            21.00	250,358	250,000	$7,511
July 29, 2020	$77,468	$  0.0300	$            21.00	250,358	250,000	$7,511
August 4, 2020	$69,957	$  0.0300	$            21.00	250,358	250,000	$7,511
August 11, 2020	$62,446	$  0.0300	$            21.00	500,715	500,000	$15,021
August 21, 2020	$47,425	$  0.0300	$            21.00	500,715	500,000	$15,021
August 25, 2020	$32,403	$  0.0205	$            21.00	500,489	500,000	$10,260
August 31, 2020	$22,143	$  0.0205	$            21.00	500,489	500,000	$10,260
September 9, 2020	$11,883	$  0.0205	$            21.00	470,786	470,326	$9,651
Total				3,724,982	3,720,326	$ 97,768

F-23

Peak One warrant issued on July 30, 2020

Date of Exercise	Anti Dilution Value of Warrant Shares	Anti Dilution Base (Exercise) Price (B)	Market Price (90 Day High Preceding Exercise date) (A)	# of WTS Shares Elected for purchase (Y)	Common Shares to be issued upon exercise (X) = Y(A-B)/A	Cashless Payment
October 8, 2020	$75,000	0.01672	$10.00	750,000	748,746	$12,540
December 21, 2020	$62,460	0.00609	$0.068	2,564,039	2,344,407	$15,615
December 28, 2020	$46,845	0.00609	$0.068	2,564,039	2,344,407	$15,615
January 6, 2021	$31,230	0.00609	$0.068	5,128,079	4,668,814	$31,230
Total				11,006,157	10,086,374	$75,000

EMA Financial warrant issued on January 17, 2020:

Date of Exercise	Anti Dilution Value of Warrant Shares	Anti Dilution Base (Exercise) Price (B)	Market Price (90 Day High Preceding Exercise date) (A)	# of WTS Shares Elected for purchase (Y)	Common Shares to be issued upon exercise (X) = Y(A-B)/A	Cashless Payment
September 8, 2020	$375,000	0.00812	$17.00	2,400,002	2,398,856	$19,488
September 14, 2020	$355,512	0.00812	$17.00	2,950,000	2,948,951	$23,954
September 22, 2020	$331,558	0.00812	$10.00	3,400,000	3,397,239	$27,608
September 25, 2020	$303,950	0.00812	$10.00	3,600,000	3,597,077	$29,232
October 1, 2020	$274,718	0.00812	$10.00	4,150,000	4,146,630	$33,698
October 12, 2020	$241,020	0.00812	$6.50	4,600,000	4,594,254	$37,352
October 19, 2020	$203,668	0.00812	$6.50	4,800,000	4,794,004	$38,976
October 29, 2020	$164,692	0.00812	$2.02	5,200,000	5,179,097	$42,224
November 5, 2020	$122,468	0.00812	$0.60	5,500,000	5,425,567	$44,660
November 11, 2020	$77,808	0.00812	$0.43	5,700,000	5,592,363	$46,284
November 20, 2020	$31,524	0.00812	$0.30	3,882,264	3,777,184	$31,524
Total				46,182,266	45,851,221	$375,000

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the formula of X = Y (A-B)/A, where X, Y, A, B are as below.

X = the number of Warrant Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this

Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = Exercise Price (as adjusted to the date of such calculation).

The exercise prices for all the warrants are subject to anti-dilution adjustments. If the Company issues common stocks under a purchase agreement, issue options, or convert notes to common stocks at a lower price than the warrant exercise prices while the warrants are still outstanding, such lower price is the base price that the warrant exercise price can be reduced to. As such, the Holder will receive additional warrant shares to keep the same warrant value as the original issuance before the exercise price is adjusted down.

F-24

A summary of the status of the Company’s warrants as of February 28, 2021 is presented below. The number of shares is adjusted in accordance with the anti-dilution adjustment and equals the original number of warrant shares times the original exercise prices divided by based prices. Base price is either the note conversion price or the share issuance price used by the Company while the warrants are outstanding.

	Number of warrants
	Original shares issued			Anti-dilution Adjusted
Warrants as of August 31, 2020		793,920			68,163,661
Warrants granted		—			—
Exercised, forfeited or expired		(793,920	)		(68,163,661)
Outstanding as of February 28, 2021		—			—
Exercisable as of February 28, 2021		—			—

(1). Exercise price is reduced to the latest base price. Base price is either the note conversion price or the share issuance price, which the Company used while the warrants were outstanding.

(2). The number of shares is adjusted in accordance with the anti-dilution clause per the warrant agreement and equals the original number of warrant shares times the original exercise prices divided by base price.

NOTE 11 - FAIR VALUE MEASUREMENTS

The Company applies ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Derivative liabilities of conversion features in convertible notes are classified within Level 3. We estimate the fair values of these liabilities at February 28, 2021 by using Monte Carlo simulation based on the remaining contractual terms, risk-free interest rates, and expected volatility of the stock prices, etc. The assumptions used, including the market value of stock prices in the future and the expected volatilities, were subjective unobservable inputs.

F-25

Liabilities measured at fair value on a recurring basis as of February 28, 2021 are summarized below:

		Fair value measurement using:
		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs   ( Level 2)		Unobservable inputs ( Level 3)		Total Fair value at February 28, 2021
Derivative liabilities	$	—	$	—	$	45,490	$	45,490

	Derivative liabilities embedded in convertible notes
Fair value at August 31, 2020	$	64,584
Increase from note issuances		74,187
Decrease from note conversions		(33,490)
Changes in the fair value		58,090
Fair value at November 30, 2020	$	163,371
Increase from note issuances		—
Decrease from note prepayment		(136,321)
Changes in the fair value		18,439
Fair value at February 28, 2021	$	45,490

NOTE 12 – 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. As of February 28, 2021 and August 31, 2020, 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 months ended February 28, 2021 and February 29, 2020 are $30,720 and $30,720, respectively.

Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng, has been collecting revenue on behalf of the Company from the performance matching platform “Ai Bian Quan Qiu”. As of February 28, 2021, the Company has $1,439 related party receivable from Youall Perform Services Ltd for the revenue collected from “Ai Bian Quan Qiu” on behalf of the Company.

In September 2019, the company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) The Company pays Youall Perform Services Ltd. 10% of the revenue generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax, tax surcharges, and foreign transaction fee Youall Perform Services Ltd. has been paying on behalf of the Company. 2) Youall Perform Services Ltd. will provide IT consulting service for “Ai Bian Quan Qiu” platform upgrade and maintenance at a total cost of $128,000, out of which $108,800 has been paid. As there has been no revenue from “Ai Bian Quan Qiu” due to COVID-19 since mid-January, 2020, $108,800 long-term prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a website maintenance contract over the next two years. The major website of this Company is ABQQ.tv for video streaming. The contract amount remains to be $128,000, out of which $108,800 was previously paid and $19,200 will be due on the twenty first month after the contract related signing date of July 31, 2020.

F-26

The Company rented an office from Zestv Studios Ltd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of $5,504 as there is a one-month lag in payment of the office rent.

On August 29, 2020, the Company entered into a Separation Agreement and Release with each of Jianli Deng, Lijun Yu and Linqing Ye. Pursuant to the agreements, Mr. Deng resigned as Secretary and Treasurer, Ms. Yu resigned as Chief Marketing Officer and Mr. Ye resigned as Chief Operating Officer. Mr. Deng will remain on as a member of our board of directors. The Separation and Release Agreement cancelled the employment agreements for each of Messrs. Deng, Yu and Ye, and provided them each an indebtedness payment within five (5) business days of the agreements. Mr. Deng will receive $110,000 USD, Ms. Yu will receive $110,000 USD and Mr. Ye will receive $120,000 USD. We received a release of all claims from these prior officers. In addition, Mr. Deng, Ms. Yu, and Mr. Deng agreed to return to the Company their unvested restricted shares of 130,556, 147,222, and 147,222, respectively.

On September 11, 2020, we entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock at par value $0.001.

During the six months ended February 28, 2021, $90,000 salary and $50,000 bonus were paid in cash to Chief Executive Officer. $12,500 salary was paid in cash to Chief Financial Officer. $1,710 salary was paid in cash to Chief Investment Officer. $27 and $30,100 in the form of stock-based compensation were paid to Chief Investment Officer and Chief Executive Officer, respectively. During the six months ended February 29, 2020, $85,102 was paid to five executives in the form of stock-based compensation and $7,500 cash salary was paid to the Chief Financial Officer. 

NOTE 13 – STOCKHOLDERS’ EQUITY

The Company has 173,434,446 and 46,661,417 common shares issued and outstanding as of February 28, 2021 and August 31, 2020, respectively. These common shares were held by approximately 531 and 520 shareholders of record at February 28, 2021 and August 31, 2020, respectively. The Company has 100,000 and 0 series A preferred shares issued and outstanding as of February 28, 2021 and August 31, 2020, respectively. The Company has 20,000 and 0 series B preferred shares issued and outstanding as of February 28, 2021 and August 31, 2020, respectively. The Company has 280,025 and 0 series C preferred shares issued and outstanding as of February 28, 2021 and August 31, 2020, respectively.

The Company has the following equity activities during the six months ended February 28, 2021:

Common shares

• The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share.

• The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 8 for further details.

• The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 9 for further details.

• 261,111 shares of common stock returned to the Company due to officer resignations.

• The Company issued 15,220,000 shares of put shares for cash at $0.015312, $0.014256, $ 0.01452, 0.077528, or 0.09856 per share.

• As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer.

• The Company issued 9,500,000 shares of stock for consulting services.

Preferred shares

The Company authorized 10,000,000 shares of preferred shares with a par value $0.001. During the six months ended February 28, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001, 20,000 shares of Series B Preferred shares at $16 per share, and 280,025 shares of Series C Preferred shares at $0.8696 per share

F-27

Warrant shares

• The Company canceled 13,920 warrant shares with Crown Bridge and Armanda Partners.  

• Peak One Opportunities exercised the remaining 10% of the 10,000 warrant shares issued on December 9, 2019 and 100% 750,000 warrant shares issued on July 30, 2020.

• EMA Financial exercised all 30,000 warrant shares issued on January 17, 2020.

NOTE 14 – INCOME TAXES

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 year ended August 31, 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, 2021 and August 31, 2020:

	February 28, 2021			August 31, 2020
Deferred tax asset attributable to:
Net operating loss carry over	$	534,090		$	447,765
Less: valuation allowance		(534,090	)		(447,765)
Net deferred tax asset	$	—		$	—

The valuation allowance for deferred tax assets was $534,090 as of February 28, 2021 and $447,765 as of August 31, 2020. 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, 2021 and August 31, 2020.

Reconciliation between the statutory rate and the effective tax rate is as follows for the six months ended February 28, 2021 and February 29, 2020:

	Six months ended
	February 28,
	2021			2020
Federal statutory tax rate		21	%		21%
Change in valuation allowance		(21	%)		(21%)
Effective tax rate		0	%		0%

The Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject to a tax rate of 16.5%.

During the six months ended February 28, 2021 and February 29, 2020, the Company and its subsidiary have incurred a loss of (879,301) and ($415,331), respectively. As a result, the Company and its subsidiary did not incur any income tax during the six months ended February 28, 2021 and February 29, 2020.

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NOTE 15 – CONCENTRATION RISK

100% and 52% of revenue was generated from one customer during the six months ended February 28, 2021 and February 29, 2020, respectively.

100% of the account receivable balance was due from one customer as of February 28, 2021 and August 31, 2020.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Operating lease 

The Company leases office premises in Hong Kong, a display store in Hong Kong and another office in New York city under non-cancelable operating lease agreements with an option to renew the lease. The Company closed down the display store due to the COVID-19 impact and uncertainties of the economy in Hong Kong. The lease agreement for the display store, which has the original term of February 23, 2019 to February 22, 2022, was terminated on November 22, 2020. The cash lease expense for the six months ended February 28, 2021 and February 29, 2020 was $48,293 and $36,557, respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $87,256 as of February 28, 2021, of which $76,248 is within one year.

In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $49,483 lease expenses for the six months ended February 28, 2021. 

As of February 28,	Commitments
2021	$	76,248
2022	$	11,008
Total Lease Payments	$	87,256
Less: imputed interest	$	(1,674)
Present value of lease liabilities	$	85,582
Current portion of obligations under operating leases	$	74,619
Obligations under operating leases, non-current	$	10,962

  NOTE 17 – SUBSEQUENT EVENTS   

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to February 28, 2021 to the date these financial statements were issued.

Covid-19 impact:

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in the U.S. and international markets. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. It is too early to quantify the impact this situation will have on company revenue and profits at this time. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of supplies used in operations, etc. Accordingly, Management is evaluating the Company’s liquidity position, reduction in revenues, and reviewing the analysis of the Company’s financial performance as the Company seeks to withstand the uncertainty related to the coronavirus. As no large-crowd gathering has been allowed since the outbreak of COVID-19, the Company has not generated any revenue from the Ai Bian Quan Qiu performance matching platform. Consequently, the Company has decided to impair all of the intangible asset carrying value related to the Ai Bian Quan Qiu performance matching platform and its Wechat official account, given that it is uncertain whether this platform will continue generating any revenue.

F-29

Prepayments for convertible notes:

On March 1, 2021, the Company prepaid a convertible promissory note dated September 1, 2020 (the “Note”) held by FirstFire Global Opportunities Fund, LLC with the principal amount of $75,000. The Company prepaid $108,125.00 on the Note, which accounts for all the principal and accrued but unpaid interest.

On March 1, 2021, we prepaid a convertible promissory note dated September 1, 2020 (the “Note”) held by Jefferson Street Capital LLC with the principal amount of $82,500. We prepaid $116,974.69 on the Note, which accounts for all the principal and accrued but unpaid interest.

On April 7, 2021, the Company prepaid a convertible promissory note dated October 9, 2020 (the “Note”) held by East Capital Investment Corporation in the principal amount of $62,700. The Company prepaid $87,467 on the Note, which accounts for all the principal and accrued but unpaid interest.

On April 7, 2021, the Company prepaid a convertible promissory note dated October 8, 2020 (the “Note”) held by Power Up Lending Group Ltd. in the principal amount of $55,000. The Company prepaid $ 80,797 on the Note, which accounts for all the principal and accrued but unpaid interest.

Issue of Series D Preferred Stock:

On March 10, 2021, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $5,000,000 of the Company’s Series D Preferred Stock in exchange for 5,000 shares of Series D Preferred Stock. The first tranche, promptly upon execution of the Securities Purchase Agreement, was for the purchase of 250 shares of Series D Preferred Stock for $250,000. The remaining tranches (each consisting of the sale of 500 shares of Series D Preferred Stock for $500,000 shall occur so long as the Equity Conditions are met as defined in the Securities Purchase Agreement. The Company issued to GHS commitment shares of 75 shares of Series D Preferred Stock.

New office in Singapore:

On April 13, 2021, the Company announced operation in Singapore. The office is located at 24 Raffles Place, Level 28, Clifford Centre, Singapore 048621. The Singapore office will be utilized to promote the video streaming of www.ABQQ.tv in the international market.

F-30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain 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 based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private 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 which may cause actual results to differ materially from the 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 future 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 generally 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 revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 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 SEC.

Overview 

AB International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 The Company's fiscal year end is August 31.

We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisition and distribution of movies. We have a Patent License to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People's Republic of China. We had launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019, utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficient services. We generate revenues through an agency service fee from each matched performance.  Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms.

On June 1, 2017, we 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 to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The Technology is the subject of a utility 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 one year from October 1, 2017 to September 30, 2018, subject to a right to renew for another five years. 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 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 $500,000 initial payment amount due under the Agreement. In October of 2019, the term of this sublicensing agreement was renewed and extended for another five years. 

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Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated.

On April 22, 2020, the Company has announced the first phase development of a video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. ABQQ.tv is expected to generate a new and profitable revenue stream derived from its hybrid subscription and advertising business model. We launched the video streaming service at the end of 2020 and the service now feature Chinese movies, television shows and drama series with unique content and exclusive to the company. We launched the video streaming website of www.ABQQ.tv on December 29, 2020. As of February 28, 2021, the Company acquired 1 moviecopyrights and 45 movie broadcast rights. We will continue marketing and promoting the ABQQ.tv website through GoogleAds and acquire additional broadcast rights for movies and TV series. The Company plans to charge subscription fees to generate revenue once ABQQ.tv has at least 200 broadcast rights for movies and TV series.

Covid-19

The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict at the present time. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. We anticipate that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe. The movie industry in general has changed dramatically as a result of the pandemic restrictions. While movie theaters struggle to stay alive, online streaming programming has increased. We have endeavored to stay with the trend for streaming services to remain competitive. We have experienced the negative impact in our results of operations and in our financial condition for the year ended August, 2020, especially with respect to the movie distribution end of our business. These impacts concern delays in delivering our movies and IP because of health restrictions imposed on certain public events that concern our business, including, among other things, theaters, indoor and outdoor performances, filming restrictions, music festivals, concerts and other such events, Some of these restrictions include pandemic government mandated shutdowns and others restrictions on capacity gathered at these events, with some jurisdictions imposing fines or revocation of business licensing, and other restrictions. As a result of these factors, our revenue was reduced from March to May of 2020. With immediate closures, the resultant industry and business specific delays have negatively affected our company.

We plan to focus on the video streaming and other web based applications and expand our business into those areas that we believe we situate the company for continued and increased revenues. As the pandemic is forecasted to worsen in the United States and other areas around the globe, we believe that the demand for our IP, online products and services offerings increases. While we cannot guarantee that the negative effects of the pandemic will not interfere with our ability to generate revenues, we intend to strengthen our position in this dynamic market and position the company to best suit its shareholders.

Specific to our company operations, during the pandemic period, we have enacted precautionary measures to protect the health and safety of our employees and partners. These measures include closing our office, having employees work from home, and eliminating all travel. While having employees work from home may have a negative impact on efficiency and may result in negligible increases in costs, it does have an impact on our ability to execute on our agreements to deliver our core products.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, partners, or vendors, or on our financial results.

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Results of Operations

Revenues 

Our total revenue reported for the six months ended February 28, 2021 was $153,600, compared with $294,743 for the six months ended February 29, 2020.

100% and 52% of revenue was generated from one customer during the six months ended February 28, 2021 and February 29, 2020, respectively.

The decrease in revenue for the six months ended February 28, 2021 over the six months ended February 29, 2020 is attributable to the shutdown of the performance matching platform (Ai Bian Quan Qiu). Since no large social gathering is allowed as a result of COVID-19, there has been no revenue generated from the performance matching platform (Ai Bian Quan Qiu) since the end of January, 2020.

Our cost of revenues was $454,927 for the six months ended February 28, 2021, as compared with $95,025 for the six months ended February 29, 2020.

As a result, we had gross loss of $301,327 for the six months ended February 28, 2021, as compared with gross profit of $199,718 for the six months ended February 29, 2020. The decrease in gross profit margin is largely due to the high cost of amortizing movie broadcast rights.

Operating Expenses 

Operating expenses increased to $949,134 for the six months ended February 28, 2021 from $522,096 for the six months ended February 29, 2020.

Our operating expenses for six months ended February 28, 2021 consisted of general and administrative expenses of $764,796 and related party salary and wages of $184,337. In contrast, our operating expenses for the six months ended February 29, 2020 consisted of general and administrative expenses of $433,244 and related party salary and wages of $88,852.

We experienced an increase in general and administrative expenses in 2021 over 2020, mainly as a result of increased rent, salaries, valuation fees, consulting fees, transaction costs for issuing preferred shares, travel and entertainment, and depreciation expense, etc.

We experienced an increase in related party salary and wages as the Chief Executive Officer started receiving cash salary in the fiscal year of 2021 and received both cash bonus and stock-based compensation in February, 2021. During the six months ended February 28, 2021, the Company paid the Chief Executive Officer $90,000 salary, $50,000 bonus in cash, and $30,100 stock-based compensation. In addition, the Company hired Chief Investment Officer on February 22, 2021 and $1,710 cash salary and $27 stock-based compensation were paid to Chief Investment Officer for the six months ended Feb 28, 2021.

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, along with increased professional fees associated with SEC and COVID compliance as our business grows more complex and more expensive to maintain. On the COVID front, we expect that our online operations will increase, as we use online working systems to monitor and communicate with employees, consultants and suppliers. These and other costs for COVID expenditures will increase our operational costs in fiscal 2022 at various levels of operation.

Other Expenses

We had other expenses of $326,549 for the six months ended February 28, 2021, as compared with other expenses of $92,953 for the six months ended February 29, 2020. Our other expenses in 2021 were mainly the result of interest expense and the loss from prepaid convertible notes and warrant exercises. Our other expenses for 2020 was the result of interest expenses and a loss from a change in fair value.

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Net Loss

We incurred a net loss in the amount of $1,521,663 for the six months ended February 28, 2021, as compared with a net loss of 415,331 for the six months ended February 29, 2020. 

Liquidity and Capital Resources

As of February 28, 2021, we had $491,981 in current assets consisting of cash, prepaid expenses, accounts receivable, related party receivables and other receivables. Our total current liabilities as of February 28, 2021 were $501,076. As a result, we had a working capital deficit of $9,905 as of February 28, 2021.

Operating activities used $3,291,897 in cash for the six months ended February 28, 2021, as compared with $46,718 provided in cash for the same period ended February 29, 2020. Our negative operating cash flow in 2021 was mainly the result of our net loss for the year combined with changes in movie and TV series broadcast rights and copyright. Our positive operating cash flow in 2020 was mainly the result of our net loss for the year combined with changes in long term prepayments.

Investing activities used $5,000 in cash for the six months ended February 28, 2021, as compared with $1,049,600 used for the six months ended February 29, 2020. Our negative investing cash flow for February 28, 2021 was mainly the result of the purchase of furniture and equipment. Our negative investing cash flow for February 29, 2020 was the result of proceeds from a note receivable collection.

Financing activities provided $1,066,639 for the six months ended February 28, 2021, as compared with $311,360 provided in financing activities for the six months ended February 29, 2020. Our positive financing cash flow for February 28, 2021 was the result of proceeds from convertible notes and sales of our common stock and preferred stock. Our positive financing cash flow for February 28, 2020 was the result of proceeds from convertible notes.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. 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, 2021, there were no off-balance sheet arrangements.

Critical Accounting Policies

In 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.

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Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation 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 October 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 upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2021, 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, 2021, 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 weaknesses, we plan to implement the following changes during our fiscal year ending August 31, 2021: (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 adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended February 28, 2021 that have materially affected, or are 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.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

See Risk Factors contained in our Form 10-K filed with the SEC on December 9, 2020.

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

The Company has the following equity activities during the six months ended February 28, 2021:

Common shares

The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share.

The Company issued 25,406,238 shares of common stock from note conversion.

The Company issued 56,407,922 shares of common stock from warrant exercises.

The Company issued 15,220,000 shares of put shares for cash at $0.015312, $0.014256, $ 0.01452, 0.077528, or 0.09856 per share.

The Company issued 1500,000 shares to officers for their services and 9,500,000 shares of stock for consulting services.

Preferred shares

The Company authorized 10,000,000 shares of preferred shares with a par value $0.001. During the six months ended February 28, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001, 20,000 shares of Series B Preferred shares at $16 per share, and 280,025 shares of Series C Preferred shares at $0.8696 per share

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits
Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2021 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

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SIGNATURES

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

AB INTERNATIONAL GROUP CORP.

By:	/s/ Chiyuan Deng
	Chief Executive Officer, Principal Executive Officer, and Director
	January 19, 2022

By:	/s/ Vella Deng
	Chief Financial Officer
	January 19, 2022

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