UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| | |
| ☒ | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | For the fiscal year ended August 31, 2024 |
| ☐ | 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.) |
144 Main Street, Mt. Kisco, NY 10549 |
(Address of principal executive offices) |
| (914) 202-3108 |
| (Registrant’s telephone number) |
| _______________________________________________________ |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 files). [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 |
| ☒ Non-accelerated Filer | ☒ Smaller reporting company |
| | ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $2,731,446
State the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: 2,281,266,321 common shares as of November 20, 2024.
TABLE OF CONTENTS
PART I
Item 1. Business
Company Overview
The Company 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, including the acquisition and distribution of movies, TV shows and music.
In addition to licensing and selling rights to movies, TV shows and music, we are also engaged in licensing our NFT MMM platform and providing technical service; running our physical movie theater in New York; and providing marketing and consulting services in the media industry.
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. The Company's management has been sourcing such dramas and films to provide video streaming service on the ABQQ.tv. website. As of August 31, 2024, the Company acquired 73 movie copyrights and broadcast rights and a 75-episode TV drama and sitcom. The Company plans to continue marketing and promoting the ABQQ.tv website through Google Ads to acquire additional broadcast rights for movies and TV series, and plans to charge subscription fees once the Company has obtained at least 200 broadcast rights of movies and TV programs.
On October 21, 2021, the Company entered into a Lease Agreement (the “Lease”) with Martabano Realty Corp. (the “Landlord”), pursuant to which the Company agreed to lease approximately 8,375 square feet of in what is known as the Mt. Kisco Theatre at 144 Main Street, Mount Kisco, New York. The term of the Lease is five years plus a free rent period. The total monthly rent was $14,366 for the first two years, and $20,648 for the third year including real estate related taxes and landlord’s insurance. The Lease contains customary provisions for real property leases of this type, including provisions allowing the Landlord to terminate the Lease upon a default by the Company.
The space was formerly used as a theatre with a total of 5 screens and 466 sets for screening films. The former theatre opened on December 21, 1962 with Hayley Millsin “In Search of the Castaways.” It was a replacement for the town’s other movie theatre that burned down. It was later twinned and further divided into 5 screens. It was operated for years by Lesser Theaters, then bought by Clearview Cinemas. In June, 2013 it was taken over by Bow-Tie Cinemas when they took most Clearview locations. It lasted until March, 2020 when it was closed by the Covid-19 pandemic. It was announced in September 2020 that the closure would be permanent.
On May 5, 2022, the Company incorporated AB Cinemas NY, Inc. in New York, NY, for the purpose of operating Mt. Kisco Theatre located in Mount Kisco, NY. The theatre started operations in October 2022. The Company still intends follow the strategy of having both an online presence and physical locations for movies and other media. The Company expects to generate increased revenue from its movie theater business line in the coming years.
On April 27, 2022, the Company purchased a unique Non-Fungible Token (“NFT”) movie and music marketplace, named the NFT MMM from Stareastnet Portal Limited, an unrelated party, which including an APP “NFTMMM” on Google Play, and full right to the website: stareastnet.io. NFTs are digital assets with a unique identifier that is stored on a blockchain, and NFTs are tradable rights of digital assets (pictures, music, films, and virtual creations) where ownership is recorded in blockchain smart contracts. On August 6, 2022, the Company licensed NFT MMM platform to a third party to allow the access of NFTMM platform and platform data on both app and website for one year starting from August 20, 2022 to August 19, 2023 for a monthly license fee of $60,000. Pursuant to the agreement, the Company also charged one time implementation service and consulting fee of $100,000. Subsequent to the license renewal on November 1, 2023, the Company continued licensing the NFT MM platform to the same third party from November 1, 2023 until October 31, 2025 for a monthly license fee of $57,000. The Company retained the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and the website: stareastnet.io.
Competition
For our movie theatre business, due to relaxing government restrictions, many movies which were delayed due to COVID-19 are expected to be released in the upcoming years, and the movie theater business is starting to show signs of life again. Our theatre is subject to varying degrees of competition in the geographic areas in which it operates. Competition is often intense with respect to attracting patrons, licensing motion pictures and finding new theatre locations.
Our online platform ABQQ.tv has not yet generated any revenue, whereas the major competitors in this field, including Netflix, Amazon and Apple, have far superior resources and brand notoriety. We are hoping to capture some market share through pricing, unique media offerings, and marketing campaigns when funds are available. We cannot assure you that we will be successful in these endeavors.
For the NFT business, there are a number of competitors, and we are new in the industry. We intend to market our NFT MMM platform for licensing opportunities as we have already, but there are no assurances that we will be able to compete in this market.
Government Regulation
Our theatres in the United States must comply with Title III of the Americans with Disabilities Act, or ADA. Compliance with the ADA requires that public accommodations, including websites and mobile apps for such accommodations, be accessible to individuals with disabilities and that new construction or alterations are made to conform to accessibility guidelines. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and awards of damages to private litigants and additional capital expenditures to remedy such noncompliance. As an employer covered by the ADA, we must make reasonable accommodations to the limitations of employees and qualified applicants with disabilities, provided that such reasonable accommodations do not pose an undue hardship on the operation of our business. In addition, many of our employees are covered by various government employment regulations, including minimum wage, overtime and working conditions regulations. In Europe, all territories have similar national regulations relating to disabilities.
Our operations also are subject to federal, state and local laws regulating such matters as construction, renovation and operation of theatres as well as wages and working conditions, citizenship, health and sanitation requirements, consumer and employee privacy rights, and licensing, including alcoholic beverage sales. We believe our theatres are in material compliance with such requirements.
During the COVID-19 pandemic, our theatres have been subject to various governmental orders requiring us to take or refrain from certain activities including, but not limited to, suspending operations, reduction in seating capacities, enforcement of social distancing, establishment of enhanced cleaning protocols, restrictions on food and beverage sales, tracking the identity of guests, employee protection protocols, and limitation on operating hours. Although the orders have been modified frequently and the restrictions have recently relaxed, we believe our theatres have maintained material compliance with such orders. With adaptations in the virus, we currently cannot predict when or if COVID-19 related governmental orders will be fully terminated and whether similar orders will be utilized more frequently during future public health outbreaks. Any response that would result in a shutdown of or other restrictions on our theatre would be determinantal and we could go out of business.
Employees
We currently have 11 employees.
Item 1A. Risk Factors
The following risk factors could materially affect our business, financial condition, and results of operations. These risk factors and other information in this Annual Report on Form 10-K should be carefully considered in evaluating our business. They are provided for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to identify or predict all such factors and, therefore, the following should not be considered to be a complete statement of all the uncertainties we face.
Operational Risks
AB Cinemas theatres
| | • | risks relating to motion picture production and theatrical performance; |
| | • | our lack of control over distributors of films; |
| | • | intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment; |
| | • | increased use of alternative film delivery methods including premium video on demand or other forms of entertainment; |
| | • | shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date; |
| | • | AB Cinemas may not meet anticipated revenue projections, which could result in a negative impact upon operating results; |
| | • | failures, unavailability or security breaches of our information systems; |
| | • | dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions; |
| | • | our ability to achieve expected synergies, benefits and performance from our strategic theatre acquisitions and strategic initiatives; |
| | • | the risk of severe weather events or other events caused by climate change disrupting or limiting operations; |
| | • | supply chain disruptions and labor shortages may negatively impact our operating results; and |
| | • | optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs. |
NFT MMM license business
The licensee(s) inability to pay license fees to the company for any reason, because they are first time running such business.
Regulatory Risks
AB Cinemas theatres
| | • | general and international economic, political, regulatory, social and financial market conditions, economic unrest, terrorism, hostilities, cyber-attacks, war, widespread health emergencies, such as COVID-19 or other pandemics, and other geopolitical risks; |
| | • | review by antitrust authorities in connection with acquisition opportunities; |
| | • | risks relating to the incurrence of legal liability, including costs associated with ongoing securities class action lawsuits; |
| | • | increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and pending future domestic privacy laws and regulations; |
| | • | geopolitical events, including the threat of terrorism or cyber-attacks, or widespread health emergencies, such as the novel coronavirus or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance; and |
| | • | other risks referenced from time to time in filings with the SEC. |
Risks Related to Macroeconomics, COVID-19 Restrictions and Other Conditions
Our operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect our business, results of operations and financial condition.
Adverse macroeconomic conditions, including slow growth or recession, high unemployment, inflation, tighter credit, higher interest rates, and currency fluctuations, can adversely impact consumer confidence and spending and materially adversely affect demand for our theater, and the other products and services we offer. In addition, consumer confidence and spending can be materially adversely affected in response to changes in fiscal and monetary policy, financial market volatility, declines in income or asset values, and other economic factors.
In addition to an adverse impact on demand for our theater, and the other products and services we offer, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our ability to implement our business plans. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency.
Adverse economic conditions can also lead to increased credit and collectability risk on our trade receivables; the failure of derivative counterparties and other financial institutions; limitations on our ability to issue new debt; reduced liquidity; and declines in the fair values of our financial instruments. These and other impacts can materially adversely affect our business, results of operations, financial condition and stock price.
Our business can be impacted by political events, trade and other disputes, war, terrorism, natural disasters, public health issues, riots, accidents, and other business interruptions.
Political events, trade and other international disputes, war, terrorism, natural disasters, public health issues (such as COVID-19), riots, accidents and other business interruptions can harm or disrupt international commerce and the global economy and could have a material adverse effect on us and our customers, licensees, suppliers, distributors, and other channel partners.
Our theater is in a location that is prone to political events and unrest, accidents and other factors that may affect our financial condition. In addition, our operations are subject to the risk of interruption by fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacks and other hostile acts, ransomware and other cybersecurity attacks, labor disputes, public health issues, including pandemics such as the COVID-19 pandemic, and other events beyond our control. Global climate change is resulting in certain types of natural disasters, such as droughts, floods, hurricanes and wildfires, occurring more frequently or with more intense effects. Such events can make it difficult or impossible for us to maintain operations with our customers, create delays and inefficiencies in our supply and manufacturing chain, and result in slowdowns and outages to our product and service offerings, and negatively impact consumer spending and demand in affected areas. Following an interruption to our business, we can require substantial recovery time, experience significant expenditures to resume operations, and lose significant sales.
Our operations are also subject to the risks of accidents that may occur on our premises. Despite safety measures, accidents could occur and could result in serious injuries or loss of life, disruption to our business, and harm to our reputation. Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due to their impact on the global economy and demand for consumer products; the imposition of protective public safety measures, such as shutdowns and restrictive mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting in interruptions to our theater and the supply of current products and offering of existing services, and delays in production ramps of new products and development of new services.
Risks Related to Our Financial Condition
Because we have a limited operating history, you may not be able to accurately evaluate our operations.
We have had limited operations to date and have generated limited revenues. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will continue to generate operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
We are dependent on outside financing for continuation of our operations.
Because we have generated limited revenue and incurred operating losses in prior years , we are completely dependent on the continued availability of financing in order to continue our business. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future.
Risks Related to Legal Uncertainty
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.
If we fail to comply with the new rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.
We are exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404(a) of the Sarbanes-Oxley Act of 2002. As a smaller reporting company, we will be exempt from auditor attestation requirements concerning any such report so long as we are a smaller reporting company. We have not yet had an independent auditor determined whether our internal control procedures are effective and therefore there is a greater likelihood of material weaknesses in our internal controls, which could lead to misstatements or omissions in our reported financial statements as compared to issuers that have conducted such evaluations.
If material weaknesses and deficiencies are detected, it could cause investors to lose confidence in our company and result in a decline in our stock price and consequently affect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.
Risks Associated with Management and Control Persons
If we fail to attract and retain qualified senior executive and key technical personnel, our business will not be able to expand.
We are dependent on the continued availability of Chiyuan Deng, and the availability of new employees to implement our business plans. The market for skilled employees is highly competitive, especially for employees in the service industry. Although we expect that our compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Our personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.
If we lose the services of key personnel, or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. In addition, there is intense competition for highly qualified bilingual and “people friendly” personnel in the locations where we principally operate. The loss of the services of any key personnel, marketing or other personnel or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.
Mr. Deng owns a significant percentage of the voting power of our stock and will be able to exercise significant influence over the composition of our Board of Directors, matters subject to stockholder approval and our operations.
As of the date of this filing, Chiyuan Deng owns 100,000 shares of our Series A Preferred Stock, which has the voting power of 51% of the total vote of shareholders. As a result of his equity ownership interest, voting power and the contractual rights described above, Mr. Deng currently is in a position to influence, subject to our organizational documents and Nevada law, the composition of our Board of Directors and the outcome of corporate actions requiring stockholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions. In addition, this concentration of voting power could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to us, which could adversely affect the market price of our securities.
Risks Related to Our Securities and the Over the Counter Market
If a market for our common stock does not develop, shareholders may be unable to sell their shares.
Our common stock is quoted under the symbol “ABQQ” on the OTCPink operated by OTC Markets Group, Inc, an electronic inter-dealer quotation medium for equity securities. We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop or, if developed, that it will be sustained.
Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.
Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:
| | • | technological innovations or new products and services by us or our competitors; |
| | • | government regulation of our products and services; |
| | • | the establishment of partnerships with other technology companies; |
| | • | intellectual property disputes; |
| | • | additions or departures of key personnel; |
| | • | sales of our common stock; |
| | • | our ability to integrate operations, technology, products and services; |
| | • | our ability to execute our business plan; |
| | • | operating results below expectations; |
| | • | loss of any strategic relationship; |
| | • | economic and other external factors; and |
| | • | period to period fluctuations in our financial results. |
Because we have nominal revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
As a new investor, you will experience substantial dilution as a result of future equity issuances.
In the event we are required to raise additional capital we may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existing shareholders.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
Rule 144 sales in the future may have a depressive effect on our stock price as an increase in supply of shares for sale, with no corresponding increase in demand will cause prices to fall.
All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the company is a current reporting company under the 1934 Act. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
We do not intend to pay dividends.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are rapid, there is no assurance with respect to the amount of any such dividend.
We have the right to issue additional common stock and preferred stock without consent of shareholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment
We are authorized to issue up to 10,000,000,000 shares of common stock, of which there were 2,281,266,321 shares issued and outstanding as of November 20, 2024. In addition, our articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. We have designated and authorized, 100,000 shares of Series A Preferred Stock. As of November 20, 2024, there were issued and outstanding 100,000 shares of our Series A Preferred Stock.
The shares of authorized but undesignated preferred stock may be issued upon filing of an amended certificate of incorporation and the payment of required fees; no further shareholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferential voting, conversion rights, and preferences as to dividends and distributions on liquidation.
Item 1B. Unresolved Staff Comments
This information is not required for smaller reporting companies.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Our management team is responsible for assessing and managing our material risks from cybersecurity threats. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.
We have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We will seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures , among other processes. We will engage a third-party consultant, if needed, to assist us with our cybersecurity risk management framework, including the monitoring and detection of cybersecurity threats and responding to any cybersecurity threats or incidents.
As of August 31, 2024, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. Although cybersecurity risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we face numerous and evolving cybersecurity threats in our business.
Item 2. Properties
On October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five years plus the free rent period which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total monthly rent is $14,366 for the first two years, and $20,648 for the third year including real estate related taxes and landlord’s insurance. On January 31, 2024, the end of the first two years of rental period, the landlord agrees to continue to receive $14,366 from February to August 2024. The reduced rental payments are accounted for as a rent concession and recognized in general and administrative expenses.
In September 2023, the Company entered into a one-month lease with a third party for an office space in Hong Kong, incurring a monthly rent of $766. The lease was ceased as of November 30, 2023.
Item 3. Legal Proceedings
We are not a party to any 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 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted under the symbol “ABQQ” on the OTC Pink operated by OTC Markets Group, Inc.
There is currently no active trading market for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.
Penny Stock
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders of Our Common Stock
As of November 20,, 2024, we had 2,281,266,321 shares of our common stock issued and outstanding, held by approximately 530 shareholders of record, with others holding shares in street name.
Dividends
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
Issuer Repurchases
On July 20, 2024, we entered into Repurchase Agreements with seven shareholders, pursuant to which we agreed to repurchase an aggregate of 50,739,000 shares of common stock for cancellation in exchange for an aggregate of $50,739, which we funded with cash on hand. The repurchased shares are subsequently cancelled on August 26, 2024, except for 40,000 shares, which could not be cancelled due to a documentation issue. Therefore, the purchase price was adjusted to $50,699 and was settled in tranches. As of August 31, 2024, $38,485 of the purchase price has been paid. The remaining amount was settled in November 2024.
| Effective date | | (a)
Total number of shares (or units) purchased | | (b)
Average price paid per share (or unit) | | (c)
Total number of shares (or units) purchased as part of publicly announced plans or programs | | (d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
| August 26, 2024 | | | | 50,699,000 | | | $ | 0.001 | | | | — | | | | — | |
| Total | | | | 50,699,000 | | | $ | 0.001 | | | | — | | | | — | |
The Company has no publicly announced plan or program for the purchase of shares.
Securities Authorized for Issuance under Equity Compensation Plans
We have no equity compensation plans.
Unregistered Sales of Equity Securities
The Company had the following equity activities during the year ended August 31, 2024:
Common shares
Issuance of restricted common shares
On October 5, 2023, the Board of Directors resolved to issue 225,000,000 shares of the Company’s restricted common stock, par value $0.001 per share, to Chiyuan Deng, the Chief Executive Officer, to pay off his accrued executive salaries of $45,000.
Conversion of Series C preferred shares to common shares
During the year ended August 31, 2014, the Company issued a total of 1,056,681,936 common shares as the result of the conversion of total 174,421 Series C preferred shares.
Reverse Stock split
On April 22, 2024, the Board of Directors approved a reverse split of the Corporation’s issued and outstanding common stock, which has a par value $0.001 per share. The reverse split ratio has been determined at 1 for 2,000 shares. The effectiveness of this reverse split is contingent upon receiving approval from the Financial Industry Regulatory Authorization (FINRA).
On August 19, 2024, the Board of Directors decided to cancel the company's upcoming 1-for 2,000 reverse split. The Board of Directors decided it would not be in the best interest of the stockholders or the Company to execute a reverse split at this time. The Company plans to inform FINRA that it will not be moving forward with the reverse split and will withdraw its application.
Cancellation of Common shares
On February 5, 2024, Board of Directors of the Company resolved to cancel 235,000,000 shares of common stock in the Company.
Repurchase of common shares
On July 20, 2024, Board of Directors of the Company has repurchased 50,699,000 common shares from its several shareholders for an aggregate purchase price of $50,699, or $0.001 per share. The repurchased shares are subsequently cancelled on August 26, 2024. The purchase price was settled in tranches. As of August 31, 2024, $38,485 of the purchase price has been settled.
Subscription of Common shares
On June 13, 2024, the Company entered into a Common Stock Purchase Agreement with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million of our common stock at the Investment Amount during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $5 million of our common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025.
Pursuant to the Purchase Agreement, the Investment Amount means seventy percent (70%) of the lowest daily Volume Weighted Average Price (“VWAP”) of the Common Stock five business days prior to the Closing of a Purchase Notice. No Purchase Notice will be made without an effective registration statement and no Purchase Notice will be in an amount greater than (i) $250,000 or (ii) three hundred percent (300%) of the Average Daily Trading Volume during the five business days prior to a Purchase Notice.
The Purchase Agreement provides that the number of our common stock shares to be sold to Alumni Capital will not exceed the number of shares that, when aggregated together with all other shares of our common stock which the investor is deemed to beneficially own, would result in the investor owning more than 4.99% of our outstanding common stock. The percentage may be increased to no more than 9.99% upon notice under the Purchase Agreement.
The Purchase Agreement contains certain representations, warranties, covenants and events of default. The Closing occurred following the satisfaction of customary closing conditions.
Preferred shares
During the year ended August 31, 2024, the Company converted a total 174,421 Series C preferred shares into common shares.
On November 30, 2023, the Board of Directors of the Company resolved to withdraw the Amended Certificate of Designation for the Company’s Series C and Series D Preferred shares.
On December 1, 2023, the Board of Directors of the Company has resolved to withdraw the Certificate of Designation for the Company’s Series B Preferred Stock. The Company’s Series B Preferred Stock was cancelled during the year ended August 31, 2024.
Warrants
In consideration for the Common Stock Purchase Agreement signed with Alumni on June 13, 2024, the Company issued to Alumni Capital a Common Stock Purchase Warrant dated June 13, 2024 to purchase 1,943,304,434 shares of Common Stock, representing (50%) of the commitment amount of $5 million, at an exercise price of $0.00129 per share, subject to adjustments, and ending on the 5 years anniversary of the issuance date. The number of shares under the Common Stock Purchase Warrant is subject to adjustment based on the following formula: (i) fifty percent (50%) of the Commitment Amount, less the exercise value of all partial exercises prior to the Exercise Date, divided by (ii) the Exercise Price on the Exercise Date. The exercise price per was calculated by dividing $3,000,000 by the total number of issued and outstanding shares of common stock as of June 13, 2024. The exercise price is subject to change based on a change in the number of our outstanding shares. The aggregated fair value of the warrants is $970,945. The fair value has been estimated using the Black-Scholes pricing model with the following assumptions: market value of underlying common shares of $0.0005; risk free rate of 4.24%; expected term of 5 years; exercise price of $0.0013; volatility of 310.94%; and expected future dividends of $0.
Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own shares. The warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. As of August 31, 2024, 1,993,304,434 warrants in connection with two equity financings were outstanding, with weighted average remaining life of 4.74 years.
The Company had the following equity activities during the year ended August 31, 2023:
Common shares
Increasing authorized number of common shares
On October 11, 2022, the Company filed amendment to Articles of Incorporation to increase the authorized number of common shares from 1,000,000,000 shares to 10,000,000,000 shares. This increasing of authorized number of common shares has been retroactively reflected in the consolidated financial statements and notes thereto.
Reverse Split
On June 12, 2023, the Board of Directors approved a reverse split for the Company’s issued and outstanding common stock, at a ratio of 1 share for every 10,000 shares, contingent upon receiving a market effectiveness date from FINRA.
On September 8, 2023, however, the Board of Directors decided to cancel the company's upcoming 10,000 to 1 reverse split. The Board of Directors decided it would not be in the best interest of the shareholders or the Company to execute a reverse split at this time. The Company informed FINRA that it will not be moving forward with the reverse split withdrew its application.
Conversion of Series C preferred shares to common shares
During the year ended August 31, 2023, the Company issued total 700,770,802 common shares as the result of the conversion of total 250,268 Series C preferred shares.
Subscription of common shares
Pursuant to the common stock purchase agreement signed with Alumni Capital LP on August 2, 2022, for the year ended August 31, 2023, Alumni Capital LP subscribed total of 200,000,000 common shares for total proceeds of $146,475.
Preferred shares
On September 6, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 90,275 shares of Series C Convertible Preferred Stock of the Company for a gross proceed of $78,500. After deduction of transaction-related expenses, net proceed to the Company was $69,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes.
On June 21, 2023, 1,436 shares of Series C Convertible Preferred Stock of the Company were waived by the accredited investor.
The Company recorded dividend expenses of $31,387 on Series C and D Preferred shares for the year ended August 31, 2023.
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 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Except for statements of historical fact, some information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks,
uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk Factors” and “Description of Business,” as well as other cautionary language in this registration statement and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position. Since our common stock is considered a “penny stock,” we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms the “Company,” “Registrant,” “we,” “us,” “our,” “AB International,” or “ABQQ” refer to AB International Group Corp., a Nevada corporation, and its wholly owned subsidiaries.
Results of Operations
Revenues
Our total revenue reported for the years ended August 31, 2024 and 2023 was $3,300,467 and $1,473,222, respectively.
The revenue for the year ended August 31, 2024, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, movie copyrights sales to two third parties and one related party, fees charged for embedded marketing service, consulting service fees in connection with the sales of the software-in-progress and restructuring of a company as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre. On the other hand, the revenue for the year ended August 31, 2023, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, movie copyrights sales to a third party, as well as the revenue generated from movie tickets and food and beverage sales from our movie theatre. The increase in revenue was mainly due to the combined impact of: (i) the increase in sales of copyrights and broadcast rights during the year ended August 31, 2024 as compared to the year ended August 31, 2023; and (ii) the increase in type of services provided ranging from consulting services to the embedded marketing services during the year ended August 31, 2024.
Operation of our movie theatre started in October of 2022. For the year ended August 31, 2024, we generated total revenue of $432,012, including $276,428 from ticket sales, $128,512 from food and beverage sales, and $27,072 from the advertisements compared with revenue of $525,222, including $345,057 from ticket sales, and $180,165 from food and beverage sales for the year ended August 31, 2023. The decrease in revenue was mainly due to the combined impact of: (i) the shortening of opening hours from 6 to 4 days per week beginning from May to June 2024; and (ii) less renowned and popular movies are on screen compared to the corresponding period in 2023.
We anticipate an increase in revenue in the future by selling movie and TV drama copyrights and broadcast rights, achieving enough customers to start subscriptions for ABQQ.tv and generating movie tickets and related revenues from our Mt. Kisco movie theatre in New York. We also hope to generate more license revenue from our NFT MMM platform.
Operating Costs and Expenses
Operating expenses was $2,813,563 for the year ended August 31, 2024, as compared to $5,030,354 for the year ended August 31, 2023. Our operating costs and expenses for the year ended August 31, 2024 consisted of theatre operating costs of $189,500, amortization expenses of $1,660,459, costs of copyrights sold of $119,517, general and administrative expenses of $829,038 and related party salary and wages of $15,049. In contrast, our operating costs and expenses for the year ended August 31, 2023 consisted of theatre operating costs of $243,635, amortization expenses of $3,048,172, general and administrative expenses of $1,507,988 and related party salary and wages of $230,559.
We experienced a decrease in theatre operating costs in fiscal 2024 as compared to fiscal 2023, mainly due to the decrease in admission revenues and the decrease in movie exhibition costs as a percentage of admission revenue.
We experienced a decrease in amortization expenses in fiscal 2024 as compared to fiscal 2023, mainly due to the increase in fully amortized assets for the year ended August 31, 2024.
The costs of copyrights sold represented the remaining costs of the 2 mainland China copyrights when they were sold.
We experienced a decrease in general and administrative expenses in fiscal 2024 as compared to fiscal 2023, mainly as a result of decreased non-related party salaries and contractors, stock-based compensations, professional fees, office expenses and repair and maintenance expenses for the year ended August 31, 2024 in contrast to the year ended August 31, 2023.
We experienced a decrease in related party salary and wages in fiscal 2024 as compared to fiscal 2023, mainly due to the resignation of the Chief Financial Officer and Chief Investment Officer as well as the opt out of salary by the Chief Executive Officer effective since October 2023. During the year ended August 31, 2024, the Company incurred total compensation of $15,049 for the Chief Executive Officer. During the year ended August 31, 2023, the Company incurred total compensation of $198,113 for the Chief Executive Officer and Chief Financial Officer. The Company also incurred total compensation of $nil and $32,446, respectively, for the Chief Investment Officer for the years ended August 31, 2024 and 2023.
We anticipate our operating expenses will increase as we undertake our plan of operations, including the streamline of costs associated with marketing, personnel, and other general and administrative expenses, along with increased professional fees associated with SEC. These costs may increase our operational costs in fiscal 2024 at various levels of operation.
Other Income (Expenses)
We had other income of $55,427 for the year ended August 31, 2024, as compared with other expenses of $9,578 for the year ended August 31, 2023. Our other income for fiscal 2024 was the net amount of the other income generated from the sales of software in progress, bank interest income, and the interest expense – related party. Our other expenses for fiscal 2023 was the interest expense – related party, net of bank interest income.
Net Income (Loss)
We incurred a net income of $542,331 for the year ended August 31, 2024, as compared with a net loss of $3,566,710 for the year ended August 31, 2023.
Liquidity and Capital Resources
As of August 31, 2024, we had $689,002 in current assets consisting of cash and accounts receivable. Our total current liabilities as of August 31, 2024 were $528,385. As a result, we have a working capital of $160,617 as of August 31, 2024 as compared with a working capital deficit of $1,005,847 as of August 31, 2023.
Operating activities generated $162,319 in cash for the year ended August 31, 2024, as compared with $553,489 used in cash for the year ended August 31, 2023.
Our positive operating cash flow for the year ended August 31, 2024 was mainly the result of net income combined with amortization of intangible assets, Costs of copyrights sold, deferred revenue, offset by the gain from sales of software in process, purchase of movie and TV series broadcast right and copyright, increase in accounts receivable, purchase deposits and decrease in accounts payable and accrued liabilities.
Our negative operating cash flow for the year ended August 31, 2023 was mainly the result of our net loss combined with operating changes in the purchase and deposit for acquiring movie copyrights and software, and the decrease in accounts payable and accrued liabilities offset by the amortization of intangible assets, consulting fees paid in stock and the refund of purchase deposits.
Investing activities was $Nil for the years ended August 31, 2024 and 2023.
Financing activities used $214,985 for the year ended August 31, 2024, as compared with $586,362 provided by financing activities for the year ended August 31, 2023. Our negative financing cash flow for the years ended August 31, 2024 was due to the settlement of loans due to related party and the repurchase of common shares. Our positive financing cash flow for the year ended August 31, 2023 was mainly the result of proceeds from the issuance of our common shares, preferred shares, and the loans from related parties.
Going Concern
Our 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 August 31, 2024, the Company had limited cash, an accumulated deficit of approximately $11.8 million and a limited working capital of approximately $0.2 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. 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.
The future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will continue to provide the additional cash to meet the Company’s obligations as they become due. The Company also intends to fund operations through cash flow generated from the operations, including the expected ticket sales from Mt. Kisco movie theatre, equity financing, debt borrowings, and additional equity financing from outside investors, to ensure sufficient working capital. However, no assurance can be given that additional financing, if required, would be available on favorable terms or at all. If we are not able to secure additional funding, the implementation of our business plan will be impaired.
These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. The 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.
Off Balance Sheet Arrangements
As of August 31, 2024, 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 disclosed below:
Revenue Recognition
The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company derives its revenues primarily from six sources: (1) selling copyrights of movies or TV shows; (2) licensing NFT MMM platform and providing technical service; (3) movie theater admissions and food and beverage sales; (4) embedded marketing service; (5) consulting services; (6) advertising services in movie theatre.
Revenue from selling copyrights of movies or TV shows:
The Company recognizes revenue when master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The Company’s contracts with customer are primarily on a fixed-price basis and do not contain cancelable and refund-type provisions.
Revenue from licensing NFT MMM platform:
The Company derives revenue from NFTMM platform license fees, which includes accessing the NFTMM platform and platform data on both app and website. The Company's contract has a two-year term, and is non-cancelable and non-refundable. In accordance with ASC 606, a 'right to access' license is recognized over the license period.
Revenue from movie theater admissions and food and beverage sales:
The Company recognizes admissions and food and beverage revenues based on a gross transaction price which are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
Revenue from embedded marketing service:
The Company derives revenue from providing the services of embedded marketing through adding advertisement into movies and TV series. The Company recognizes revenue when the advertisement is added to the movies and TV series.
Revenue from consulting services:
The Company derives revenue from providing consulting services in connection with the sales of the software-in-progress and the restructuring of a Company and bring it to IPO. The consulting service fees are recognized over the service period.
Revenue from advertisement:
The Company derives revenue from playing the advertisements on the theater screen. The Company recognizes revenue when the advertisements are shown on the theater screen.
Contract Assets and Liabilities
Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contact assets are recognized for in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.
Disaggregation of revenue
The Company disaggregates its revenue from contracts by revenue streams, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
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 7A. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
| F-1 | Report of Independent Registered Public Accounting Firm; |
| F-2 | Consolidated Balance Sheets as of August 31, 2024 and 2023; |
| F-3 | Consolidated Statements of Operations for the years ended August 31, 2024 and 2023; |
| F-4 | Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2024 and 2023; |
| F-5 | Consolidated Statements of Cash Flows for the years ended August 31, 2024 and 2023; and |
| F-6 - F-26 | Notes to Consolidated Financial Statements. |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
AB International Group Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AB International Group Corp. (the “Company”) as of August 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for years ended August 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended August 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, as of August 31, 2024, the Company had limited cash, an accumulated deficit of approximately $11.8 million and a limited working capital deficit of approximately $0.2 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters for current period.
/s/ Prager Metis CPAs, LLC
We have served as the Company’s auditor since 2022.
Hackensack, New Jersey
November 26, 2024
PCAOB ID Number 273
AB INTERNATIONAL GROUP CORP.
Consolidated Balance Sheets
| | | August 31, | | August 31, |
| | | 2024 | | 2023 |
| | | | | |
| ASSETS | | | | | | | | |
| Current Assets | | | | | | | | |
| Cash and cash equivalents | | $ | 64,430 | | | $ | 117,096 | |
| Accounts receivable | | | 624,572 | | | | — | |
| Total Current Assets | | | 689,002 | | | | 117,096 | |
| | | | | | | | | |
| Property and equipment, net | | | 4,375 | | | | 8,254 | |
| Right of use operating lease assets, net | | | 494,506 | | | | 696,380 | |
| Intangible assets, net | | | 370,924 | | | | 1,455,110 | |
| Purchase deposits for intangible assets, non-current | | | 745,123 | | | | 300,000 | |
| Security deposit | | | 45,240 | | | | 45,240 | |
| TOTAL ASSETS | | $ | 2,349,170 | | | $ | 2,622,080 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 30,945 | | | $ | 156,763 | |
| Accounts payable and accrued liabilities - related party | | | — | | | | 6,388 | |
| Loan from related parties | | | 193,174 | | | | 748,285 | |
| Current portion of obligations under operating leases | | | 247,266 | | | | 211,507 | |
| Deferred revenue | | | 57,000 | | | | — | |
| Total Current Liabilities | | | 528,385 | | | | 1,122,943 | |
| | | | | | | | | |
| Obligations under operating leases, non-current | | | 360,883 | | | | 608,149 | |
| Total Liabilities | | | 889,268 | | | | 1,731,092 | |
| | | | | | | | | |
| Stockholders’ Equity | | | | | | | | |
| Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | | | | | | | | |
| Series A preferred stock, 100,000 and 100,000 shares issued and outstanding, as of August 31, 2024 and 2023, respectively | | | 100 | | | | 100 | |
| Series B preferred stock, 0 and 20,000 shares issued and outstanding, as of August 31, 2024 and 2023, respectively | | | — | | | | 20 | |
| Series C preferred stock, 0 and 174,421 shares issued and outstanding, as of August 31, 2024 and 2023, respectively | | | — | | | | 175 | |
| Common stock, $0.001 par value, 10,000,000,000 shares authorized; 2,281,266,321 and 1,285,283,385 shares issued and outstanding, as of August 31, 2024 and 2023, respectively | | | 2,281,266 | | | | 1,285,283 | |
| Additional paid-in capital | | | 11,024,203 | | | | 11,993,408 | |
| Accumulated deficit | | | (11,845,667 | ) | | | (12,387,998 | ) |
| Total Stockholders’ Equity | | | 1,459,902 | | | | 890,988 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 2,349,170 | | | $ | 2,622,080 | |
The accompanying notes are an integral part of these financial statements.
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Operations
| | | | | | | | | |
| | | Years ended |
| | | August 31, |
| | | 2024 | | 2023 |
| | | | | |
| REVENUE | | | | | | | | |
| Copyrights sold to third party | | $ | 1,839,308 | | | $ | 250,000 | |
| Copyrights sold to related party | | | 105,000 | | | | — | |
| Licenses | | | 570,000 | | | | 698,000 | |
| Theatre admissions, advertising and food and beverage sales | | | 432,012 | | | | 525,222 | |
| Consulting services | | | 354,147 | | | | — | |
| Total revenue | | | 3,300,467 | | | | 1,473,222 | |
| | | | | | | | | |
| OPERATING COSTS AND EXPENSES | | | | | | | | |
| Amortization expenses | | | (1,660,459 | ) | | | (3,048,172 | ) |
| Costs of copyrights sold | | | (119,517 | ) | | | — | |
| Theatre operating costs | | | (189,500 | ) | | | (243,635 | ) |
| General and administrative expenses | | | (829,038 | ) | | | (1,507,988 | ) |
| Related party salary and wages | | | (15,049 | ) | | | (230,559 | ) |
| Total Operating Costs And Expenses | | | (2,813,563 | ) | | | (5,030,354 | ) |
| | | | | | | | | |
| Income (Loss) From Operations | | | 486,904 | | | | (3,557,132 | ) |
| | | | | | | | | |
| OTHER INCOME (EXPENSES) | | | | | | | | |
| Interest income | | | 694 | | | | 740 | |
| Interest expense – related party | | | (32,282 | ) | | | (10,318 | ) |
| Other income | | | 87,015 | | | | — | |
| Total Other Income (Expenses) | | | 55,427 | | | | (9,578 | ) |
| | | | | | | | | |
| | | | | | | | | |
| Income tax benefit | | | — | | | | — | |
| NET INCOME (LOSS) | | $ | 542,331 | | | $ | (3,566,710 | ) |
| Preferred shares dividend expense | | | — | | | | (31,387 | ) |
| NET INCOME (LOSS) AVAILABLE TO COMMON STOCK HOLDERS | | $ | 542,331 | | | $ | (3,598,097 | ) |
| | | | | | | | | |
| NET INCOME (LOSS) PER SHARE: BASIC | | $ | 0.00 | | | $ | (0.00 | ) |
| NET INCOME (LOSS) PER SHARE: DILUTED | | $ | 0.00 | | | $ | (0.00 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | | | 2,288,078,401 | | | | 866,520,740 | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | | | 2,288,178,401 | | | | 866,520,740 | |
The accompanying notes are an integral part of these financial statements.
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Changes in Stockholders' Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | Preferred Stock | | | | | | | | |
| | | Number of Shares | | Amount | | Number of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Unearned Compensation | | Total Equity |
| | | | | | | | | | | | | | | | | |
| Balance - August 31, 2022 | | | 384,512,583 | | | $ | 384,512 | | | | 455,850 | | | $ | 456 | | | $ | 12,636,838 | | | $ | (8,789,901 | ) | | $ | (209,957 | ) | | $ | 4,021,948 |
| Issuance of common shares | | | 200,000,000 | | | | 200,000 | | | | — | | | | — | | | | (53,525 | ) | | | — | | | | — | | | | 146,475 |
| Preferred shares Series C issuance | | | — | | | | — | | | | 90,275 | | | | 90 | | | | 68,910 | | | | — | | | | — | | | | 69,000 |
| Preferred shares series C converted into common shares | | | 700,770,802 | | | | 700,771 | | | | (250,268 | ) | | | (250 | ) | | | (700,521 | ) | | | — | | | | — | | | | — |
| Dividend in connection with Preferred shares series C | | | — | | | | — | | | | — | | | | — | | | | 31,387 | | | | — | | | | — | | | | 31,387 |
| Stock based compensation - consultants | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 209,957 | | | | 209,957 |
| Preferred shares series C waived | | | — | | | | — | | | | (1,436 | ) | | | (1 | ) | | | 1 | | | | — | | | | — | | | | — |
| Imputed Interest | | | — | | | | — | | | | — | | | | — | | | | 10,318 | | | | — | | | | — | | | | 10,318 |
| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,598,097 | ) | | | — | | | | (3,598,097) |
| Balance – August 31, 2023 | | | 1,285,283,385 | | | $ | 1,285,283 | | | | 294,421 | | | $ | 295 | | | $ | 11,993,408 | | | $ | (12,387,998 | ) | | $ | — | | | | 890,988 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance – August 31, 2023 | | | 1,285,283,385 | | | $ | 1,285,283 | | | | 294,421 | | | $ | 295 | | | $ | 11,993,408 | | | $ | (12,387,998 | ) | | $ | — | | | $ | 890,988 |
| Issuance of restricted common shares | | | 225,000,000 | | | | 225,000 | | | | — | | | | — | | | | (180,000 | ) | | | — | | | | — | | | | 45,000 |
| Preferred shares series C converted into common shares | | | 1,056,681,936 | | | | 1,056,682 | | | | (174,421 | ) | | | (175 | ) | | | (1,056,507 | ) | | | — | | | | — | | | | — |
| Preferred shares series B cancellation | | | — | | | | — | | | | (20,000 | ) | | | (20 | ) | | | 20 | | | | — | | | | — | | | | — |
| Common shares cancellation | | | (235,000,000 | ) | | | (235,000 | ) | | | — | | | | — | | | | 235,000 | | | | — | | | | — | | | | — |
| Repurchase of common shares | | | (50,699,000 | ) | | | (50,699 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (50,699) |
| Imputed interest | | | — | | | | — | | | | — | | | | — | | | | 32,282 | | | | — | | | | — | | | | 32,282 |
| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 542,331 | | | | — | | | | 542,331 |
| Balance – August 31, 2024 | | | 2,281,266,321 | | | $ | 2,281,266 | | | | 100,000 | | | $ | 100 | | | $ | 11,024,203 | | | $ | (11,845,667 | ) | | $ | — | | | $ | 1,459,902 |
The accompanying notes are an integral part of these financial statements.
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Cash Flows
| | | | | | | | | |
| | | Years Ended |
| | | August 31, |
| | | 2024 | | 2023 |
| | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
| Net income (loss) | | $ | 542,331 | | | $ | (3,598,097 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | |
| Executive salaries and consulting fees paid in stock | | | — | | | | 209,957 | |
| Depreciation of fixed asset | | | 3,879 | | | | 4,441 | |
| Amortization of intangible asset | | | 1,660,459 | | | | 3,048,172 | |
| Gain from sales of software in progress | | | (85,000 | ) | | | — | |
| Cost of copyrights sold | | | 119,517 | | | | — | |
| Imputed interest | | | 32,282 | | | | 10,318 | |
Non-cash penalty and dividend expense for preferred
shares | | | — | | | | 31,387 | |
| Non-cash lease expense | | | (9,633 | ) | | | 34,336 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | | (624,572 | ) | | | — | |
| Prepaid expenses | | | — | | | | 13,035 | |
| Purchase deposits (paid) refunded | | | (745,123 | ) | | | 120,000 | |
Purchase of movie and TV series broadcast right
and copyright | | | (695,789 | ) | | | (243,276 | ) |
| Accounts payable and accrued liabilities | | | (93,032 | ) | | | (137,023 | ) |
| Accounts payable and accrued liabilities – related party | | | — | | | | (8,739 | ) |
| Deferred revenue | | | 57,000 | | | | (38,000 | ) |
| Net cash provided by (used in) operating activities | | | 162,319 | | | | (553,489 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| (Repayment to) loan from related parties | | | (176,500 | ) | | | 370,887 | |
| Proceeds from common stock issuances | | | — | | | | 146,475 | |
| Proceeds from preferred share C issuances | | | — | | | | 69,000 | |
| Repurchase of common shares | | | (38,485 | ) | | | — | |
| Net cash provided by (used in) financing activities | | | (214,985 | ) | | | 586,362 | |
| | | | | | | | | |
| Net (decrease) increase in cash and cash equivalents | | | (52,666 | ) | | | 32,873 | |
| Cash and cash equivalents – beginning of year | | | 117,096 | | | | 84,223 | |
| Cash and cash equivalents – end of year | | $ | 64,430 | | | $ | 117,096 | |
| | | | | | | | | |
| Supplemental Cash Flow Disclosures | | | | | | | | |
| Cash paid for interest | | $ | — | | | $ | — | |
| Cash paid for income taxes | | $ | — | | | $ | — | |
| | | | | | | | | |
| Non-Cash Investing and Financing Activities: | | | | | | | | |
| Change of ROU assets and lease liabilities due to cancellation of leases | | $ | — | | | $ | 43,489 | |
| Settlement of accrued CEO salaries with common stock | | $ | 45,000 | | | $ | — | |
| Net off purchase deposit with loan from related parties for sales of software | | $ | 300,000 | | | $ | — | |
| Unpaid repurchase of common shares | | $ | 12,214 | | | $ | — | |
| Expenses settled by CEO on behalf of the Company | | $ | 6,388 | | | $ | — | |
| Transfer from long term prepayment to intangible assets | | $ | — | | | $ | 461,724 | |
The accompanying notes are an integral part of these consolidated financial statements.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 is an Intellectual Property (IP) investment and licensing company. The Company, through its subsidiaries, is primarily engaged in the acquisition and distribution of movies, TV shows and music. On December 15, 2014, the Company incorporated APP Board Limited in Hong Kong. The entity currently has no active business operations.
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 August 31, 2024, the Company acquired 73 movie copyrights and broadcast rights and a 75-episode TV drama and sitcom. 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.
On April 27, 2022, the Company purchased a unique Non-Fungible Token (“NFT”) movie and music marketplace, named as the NFT MMM from Stareastnet Portal Limited, an unrelated party, which including an APP “NFTMMM” on Google Play, and full right to the website: stareastnet.io. NFTs are digital assets with a unique identifier that is stored on a blockchain, and NFTs are tradable rights of digital assets (pictures, music, films, and virtual creations) where ownership is recorded in blockchain smart contracts. On August 6, 2022, the Company licensed NFT MMM platform to a third party to allow the access of NFTMM platform and platform data on both app and website. (See Note 5)
On May 5, 2022, the Company incorporated AB Cinemas NY, Inc. in New York, NY, for the purpose of operating Mt. Kisco Theatre located at 144 Main Street, Mount Kisco, NY. The Company uses this theatre with a total of 5 screens and 466 seats for screening films. This is the Company’s first cinema in the United States and movie theater became a new business line of the Company. The theatre started the operation in October 2022. After a rough two years for movie theatres due to the pandemic, movie theaters are starting to show signs of life again. The Company is intending to shift the business strategy from online only to the combination of online and offline business.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.
Principles of Consolidation
The financial statements have been prepared on a consolidated basis, with the Company’s wholly owned subsidiary App Board Limited and AB Cinemas NY, Inc. All intercompany balances and transactions have been eliminated in consolidation.
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.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Accounts receivable
Accounts receivable is presented at invoiced amount net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. No allowance was recorded for the year ended August 31, 2024 and 2023, respectively.
Foreign Currency Transactions
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. Gains and losses from translation of foreign currency into U.S. dollars are included in current results of operations.
Prepayments
Prepayments primarily consist of payments made to acquire the copyrights and distribution rights of movies, TV shows and music, etc. Prepayments are classified as either current or non-current based on the nature and the terms of the respective agreements. These prepayments are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Prepayments are written off against the allowances only after exhaustive collection efforts. No allowance was recorded for the year ended August 31, 2024 and 2023, respectively.
Property and Equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvement is related to the enhancements paid by the Company to leased offices. 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.
The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:
| | | | Estimated Useful Life |
| Furniture | | | 7 years |
| Appliances | | | 5 years |
| Leasehold improvement | | | Lesser of useful life and lease term |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments that substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations in other income or expenses.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible Assets
Intangible assets are recorded at the lower of cost or estimated fair value and amortized as follows:
| | • | 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 |
| | • | NFT MMM platform: straight-line method over the estimated life of the asset, which has been determined by management to be 2 years |
Amortized costs of the intangible asset are recorded as amortization expenses in the consolidated statements of operations.
Lease property under operating lease
The Company adopted ASU No. 2016-02—Leases (Topic 842) since June 1, 2019, using a modified retrospective transition method permitted under ASU No. 2018-11. This transition approach provides a method for recording existing leases only at the date of adoption and does not require previously reported balances to be adjusted. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. Adoption of the new standard resulted in the recording of additional lease assets and lease liabilities on the consolidated balance sheets. The standard did not materially impact the Company’s consolidated net earnings and cash flows.
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. Impairment losses are included in the general and administrative expense. There was no impairment loss during the year ended August 31, 2024 and 2023, respectively.
Revenue Recognition
The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company derives its revenues primarily from six sources: (1) selling copyrights of movies or TV shows; (2) licensing NFT MMM platform and providing technical service; (3) movie theater admissions and food and beverage sales; (4) embedded marketing service; (5) consulting services; (6) advertising services in movie theatre.
Revenue from selling copyrights of movies or TV shows:
The Company recognizes revenue when master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The Company’s contracts with customer are primarily on a fixed-price basis and do not contain cancelable and refund-type provisions.
Revenue from licensing NFT MMM platform:
The Company derives revenue from NFTMM platform license fees, which includes accessing the NFTMM platform and platform data on both app and website. The Company's contract has a two-year term, and is non-cancelable and non-refundable. In accordance with ASC 606, a 'right to access' license is recognized over the license period.
Revenue from movie theater admissions and food and beverage sales:
The Company recognizes admissions and food and beverage revenues based on a gross transaction price which are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
Revenue from embedded marketing service:
The Company derives revenue from providing the services of embedded marketing through adding advertisement into movies and TV series. The Company recognizes revenue when the advertisement is added to the movies and TV series.
Revenue from consulting services:
The Company derives revenue from providing consulting services in connection with the sales of the software-in-progress and the restructuring of a Company and bring it to IPO. The consulting service fees are recognized over the service period.
Revenue from advertising services in movie theatre:
The Company derives revenue from playing the advertisements on the theater screen. The Company recognizes revenue when the advertisements are shown on the theater screen.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
Contract Assets and Liabilities
Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contact assets are recognized for in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.
As of August 31, 2024, other than deferred revenue and accounts receivable, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheets.
As of August 31, 2023, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheets.
Disaggregation of revenue
The Company disaggregates its revenue from contracts by revenue streams, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
The following table presents sales by revenue streams for the years ended August 31, 2024 and 2023, respectively:
| | | August 31, 2024 | | August 31, 2023 |
| Copyrights sales | | $ | 1,436,800 | | | $ | 250,000 | |
| Embedded marketing service | | | 507,508 | | | | — | |
| Consulting services | | | 354,147 | | | | — | |
| NFT licenses | | | 570,000 | | | | 698,000 | |
| Theatre admissions | | | 276,428 | | | | 345,057 | |
| Food and beverage sales | | | 128,512 | | | | 180,165 | |
| Advertisement | | | 27,072 | | | | — | |
| Total revenue | | $ | 3,300,467 | | | $ | 1,473,222 | |
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.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments (continued)
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.
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.
The carrying values of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs.
No liabilities measured at fair value on a recurring basis as of August 31, 2024 and 2023, respectively.
Basic and Diluted Earnings (Loss) Per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of August 31, 2024, the total number of warrants outstanding was 1,993,304,434 (See Note 9). No warrants were included in the diluted income per share as they would be anti-dilutive .
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation.
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.
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.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Income taxes are accounted for using the asset and liability approach. Under this approach, income tax expense is recognized for the amount of taxes payable or refundable for the current year. Deferred income taxes assets and liabilities are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Share-Based Compensation
The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard will become effective for fiscal years beginning after December 15, 2023, using either a modified retrospective or a fully retrospective method of transition, and early adoption is permitted. Management is currently evaluating the impact of the new standard on our financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income tax paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and statements of cash flows.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – GOING CONCERN
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 August 31, 2024, the Company had limited cash, an accumulated deficit of approximately $11.8 million and limited working capital of approximately $0.2 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits.
These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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 the existing stockholders will provide additional cash to meet the Company’s obligations as they become due. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provide the opportunity for the Company to continue as a going concern. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.
NOTE 4 – PROPERTY AND EQUIPMENT
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 the leased office.
The depreciation expense was $3,879 and $4,441 for the years ended August 31, 2024 and 2023, respectively.
As of August 31, 2024 and 2023, the balance of property and equipment was as follows:
| | | August 31, 2024 | | August 31, 2023 |
| Leasehold improvement | | $ | 146,304 | | | $ | 146,304 | |
| Appliances and furniture | | | 25,974 | | | | 25,974 | |
| Total cost | | | 172,278 | | | | 172,278 | |
| Accumulated depreciation | | | (167,903 | ) | | | (164,024 | ) |
| Property and equipment, net | | $ | 4,375 | | | $ | 8,254 | |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – INTANGIBLE ASSETS
As of August 31, 2024 and 2023, the balance of intangible assets was as follows:
| | | August 31, 2024 | | August 31, 2023 |
| Movie copyrights - Love over the world | | $ | 853,333 | | | $ | 853,333 | |
| Sitcom copyrights - Chujian | | | 640,000 | | | | 640,000 | |
| Movie copyrights - A story as a picture | | | 422,400 | | | | 422,400 | |
| Movie copyrights - Our treasures | | | 936,960 | | | | 936,960 | |
| Movie broadcast right- On the way | | | 256,000 | | | | 256,000 | |
| Movie copyrights - Too simple | | | 1,271,265 | | | | 1,271,265 | |
| Movie copyrights - Confusion | | | 1,024,000 | | | | 1,024,000 | |
| Movie copyrights - Amazing Data | | | 300,000 | | | | 300,000 | |
| Movie copyrights - Nice to meet you | | | 300,000 | | | | 300,000 | |
| Movie copyrights – 6 movies | | | 506,533 | | | | — | |
| TV drama copyright - 20 episodes | | | 295,000 | | | | 295,000 | |
| Movie broadcast rights – 59 movies | | | 2,439,840 | | | | 2,439,840 | |
| NFT MMM platform | | | 280,000 | | | | 280,000 | |
| Total cost | | | 9,525,331 | | | | 9,018,798 | |
| Accumulated amortization | | | (9,154,407 | ) | | | (7,563,688 | ) |
| Intangible assets, net | | $ | 370,924 | | | $ | 1,455,110 | |
The amortization expense for the years ended August 31, 2024 and 2023 was $1,660,459 and $3,048,172, respectively. Estimated future amortization expense is as follows:
| Twelve months ending August 31, | | Amortization expense |
| 2025 | | | $ | 345,767 | |
| 2026 | | | | 25,157 | |
| Total | | | $ | 370,924 | |
In March 2022, the Company signed a purchase agreement with Anyone Pictures Limited to acquire the copyright for broadcasting a 25-episode TV drama series outside of mainland China, at a price of $525,000. Five standalone episodes were delivered in December 2022. On February 21, 2023, both parties entered into a supplementary agreement to determine the delivery of the remaining 20 standalone episodes. As a result, the Company did not purchase and receive the remaining 20-episode. Anyone Pictures Limited agreed to refund $420,000 to the Company and the Company had received the full amount as of August 31, 2023.
On August 6, 2022, the Company licensed NFT MMM platform to a third party to allow the access of NFT MMM platform and platform data on both app and website for one year starting from August 20, 2022 for a monthly license fee of $60,000. Subsequent to the license renewal on November 1, 2023, the Company continued licensing the NFT MMM platform to the same third party from November 1, 2023 until October 31, 2025 for a monthly license fee of $57,000. The Company retains the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and the website: starestnet.io. For the year ended August 31, 2024 and 2023, the Company recognized license revenue of $570,000 and $698,000, respectively.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – INTANGIBLE ASSETS (continued)
On May 31, 2023, the Company entered into an agreement with Capitalive Holdings Limited to sell the offline broadcast rights of total 59 movies for a price of $250,000. The granted broadcast rights are globally exclusive, with the exception of Mainland China.
On September 10, 2023, the Company entered into an agreement with All In One Media Ltd to acquire the copyrights for 4 movies at a price of $104,714. These copyrights allow the Company to transfer these movies to other parties outside the mainland China. On November 27, 2023, the Company further acquired mainland China copyrights of these 4 movies from All In One Media Ltd. at price of $378,513.
On September 30, 2023, the Company entered into another agreement with All In One Media Ltd to acquire the copy rights and broadcast rights for 2 movies for a price of $212,562. These copyrights allow the Company to broadcast these movies globally.
In November 2023, the Company entered into an agreement with Anyone Pictures Limited to sell the Mainland China copyrights of 1 movie for a price of $180,000 and the offline broadcast rights of another movie for a price of 211,800. The granted offline broadcast rights are globally exclusive, with the exception of Mainland China.
On November 21, 2023, the Company entered into an agreement with Capitalive Holdings Limited to sell offline broadcast rights of 1 movie for a price of $140,000. The granted offline broadcast rights are globally exclusive, with the exception of Mainland China.
On July 27, 2024, the Company has entered into an agreement with Anyone Pictures Limited to sell the mainland China copyrights of 3 movies for $800,000.
On August 5, 2024, the Company has entered into an agreement with Zestv Studios Limited to sell its offline broadcast rights of one movie for $105,000. The granted offline broadcast rights are globally exclusive, with the exception of Mainland China and United States. (See Note 8)
NOTE 6 – LEASES
The Company leased certain office space in Hong Kong from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, under operating lease for three years from May 1, 2019 to April 30, 2022 with annual rental of $66,048 (HKD 516,000). On May 1, 2022, the Company signed a new operating lease agreement with Zestv Studios Limited to lease its Hong Kong office premise for two years from May 1, 2022 to April 2024 with annual rental of $66,048 (HKD 516,000). The lease was early terminated as of August 31, 2023.
In September 2023, the Company entered into a one month lease with a third party for an office space in Hong Kong, incurring a monthly rent of $766. The lease was ceased as of November 30, 2023.
On October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five years plus the free rent period which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total monthly rent is $14,366 for the first two years, and $20,648 for the third year including real estate related taxes and landlord’s insurance.
On January 31, 2024, the end of the first two years of rental period, the landlord agrees to continue to receive $14,366 from February to August 2024. The reduced rental payments are accounted for as a rent concession and recognized in general and administrative expenses.
Total lease expense for the years ended August 31, 2024 and 2023 was $163,529 and $291,319, respectively. All leases are on a fixed payment basis. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – LEASES (continued)
The following is a schedule of maturities of lease liabilities:
| Twelve months ending August 31, | | |
| 2025 | | | $ | 250,555 | |
| 2026 | | | | 255,412 | |
| 2027 | | | | 107,275 | |
| Total future minimum lease payments | | | | 613,242 | |
| Less: imputed interest | | | | (5,093 | ) |
| Total | | | $ | 608,149 | |
NOTE 7 – PURCHASE DEPOSITS FOR INTANGIBLE ASSETS
The balance of purchase deposits for intangible assets which relates to the acquisition of copyrights and broadcast rights for movies and TV dramas and software was as follows:
| | | August 31, 2024 | | August 31, 2023 |
| | | | | |
| Purchase deposit for copyright and broadcast right for movies and series | | $ | 745,123 | | | $ | — | |
| Purchase deposit for software | | | — | | | | 300,000 | |
| Total purchase deposits for intangible assets | | $ | 745,123 | | | $ | 300,000 | |
On June 8, 2023, the Company has entered into software development contract for the creation of the streaming software designed for use on both the website and mobile applications. Pursuant to the contract’s terms, the Developer is contractually obliged to deliver the software by September 8, 2024, which corresponds to the upcoming 15-month period. The costs of the software amounts to $1,500,000. As of August 31, 2023, the Company has remitted an initial payment of $300,000 to the Developer. On November 28, 2023, both parties entered into an amended agreement to sell the software-in-progress to the Developer for $385,000. The amount was received through Zestv Studios Limited as of November 30, 2023 and used to reduce the amount of loan from CEO (see Note 8). The Company recognized a gain on the sales of software of $85,000. From December 1, 2023 to August 31, 2024, the Company is obliged to provide consulting services to the Developer regarding the design and development of the software-in-progress. The monthly consulting fee is $25,600.
On February 23, 2024, the Company has entered into an agreement to acquire the copyright and broadcast right of a movie. As of August 31, 2024, the Company has paid a purchase deposit of $300,000.
On June 5, 2024, the Company has entered into an agreement to acquire the copyright and broadcast right of a TV drama series. As of August 31, 2024, the Company has paid a purchase deposit of $155,123.
On August 13, 2024, the Company has entered into an agreement to acquire the copyright and broadcast right of two movies. As of August 31, 2024, the Company has paid a purchase deposit of $290,000.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – RELATED PARTY TRANSACTIONS
Loan from related parties
In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. On June 1, 2023, Chiyuan Deng, the Chief Executive Officer, as the Company stockholders, entered into a line of credit agreement with the Company. Chiyuan Deng agreed to provide a line of credit to the Company for a total amount of no more than $1,500,000, including the previous shareholder loan balance of $697,281. The amount under this line of credit is non-interest bearing and due on demand starting from June 1, 2023.
Loan from related parties (continued)
For the year ended August 31, 2024, Chiyuan Deng has further loaned a total of $794,865 for its working capital needs. The loan is non-interest bearing and due on demand. As of August 31, 2024, the Company has repaid $971,365. The Company has recognized an imputed interest at 5% per annum of the balances as of the years ended August 31, 2024 and 2023. As of August 31, 2024 and 2023, the Company had loan from Chiyuan Deng balance of $193,174 and $748,285.
Accounts payable and accrued liabilities - related party - Youall Perform Services Ltd.
Youall Perform Services Ltd is owned by Jianli Deng, the former Chief Financial Officer. 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 the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 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 two-year website maintenance contract to maintain the website ABQQ.TV which was launched on December 29, 2020. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The contract amount remains to be $128,000, out of which $108,800 was previously paid and $19,200 was scheduled to be due on the twenty first month of service term. During the year ended August 31, 2023, the Company made payment of $12,812 with the accounts payable – related party balance to Youall Perform Services Ltd of $6,388 as of August 31, 2023. Chiyuan Deng has repaid $6,388 on behalf of the Company during the year ended August 31, 2024. As of August 31, 2024, the related party balance to Youall Perform Services Ltd was $0.
Accounts payable and accrued liabilities – related party - Zestv Studios Limited
On December 1, 2020, the Company entered an agreement with Zestv Studios Limited, a Hong Kong entity 100% owned by Chiyuan Deng, the Chief Executive Officer, to grant Zestv Studios Limited the distribution right for the movie “Love over the world” and charge Zestv Studios Limited movie royalties. The Company’s royalty 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 royalty revenue to the Company, Zestv Studios Limited failed to collect cash from Hua Xia. As of August 31, 2021, the Company had refund payable of $916,922 for the movie royalty revenue net of the movie distribution commission fee to Zestv Studios Limited.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – RELATED PARTY TRANSACTIONS (continued)
Accounts payable and accrued liabilities – related party - Zestv Studios Limited (continued)
On June 23, 2022, the Company sold the mainland China copyright and broadcast right of the movie “Too Simple” to Zestv Studios Limited for a price of $750,000. The Company remains to have all copyright of outside of mainland China. The Company used this proceed to off-set the refund payable balance to Zestv Studios Limited with additional payment of $151,795 during the year ended August 31, 2022. The Company made payments of $15,127 during the year ended August 31, 2023.
On November 28, 2023, the Company sold the software-in-progress to the Developer for $385,000. Zestv Studios Limited collected the payment on behalf of the Company. The payment of $385,000 reduced the loan from related parties as of November 30, 2023 (See Note 7).
The Company also rented an office space from Zestv Studios Limited. The lease was early terminated on August 31, 2023 (See Note 6). For the years ended August 31, 2024 and 2023, the Company incurred related party office rent expense of $0 and $66,048 respectively.
On August 5, 2024, the Company has entered into an agreement with Zestv Studios Limited to license its offline broadcast rights of 1 movie for $105,000. The granted offline broadcast rights are globally exclusive, with the exception of Mainland China and United States.
During the year ended August 31, 2024, Zestv Studios Limited has settled operating expenses of $154,942 on behalf of the Company. The amount paid by Zestv Studios Limited was fully settled as of August 31, 2024.
As of August 31, 2024 and 2023, the Company had $0 payable to Zestv Studios Limited.
Executives’ salaries
On September 11, 2020 and May 24, 2022, the Company entered into two amended employment agreements with Chiyuan Deng, the Chief Executive Officer. Pursuant the amended agreements, the Company 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 Series A Preferred Stock at par value $0.001. Mr. Deng returned 266,667 shares common stock to the Company received under his initial employment agreement. The Chief Executive Officer opted to forgo his salaries effective from October 2023.
For the year ended August 31, 2024, the Company incurred total compensation of $15,049 for the Chief Executive Officer. The Company incurred $0 for Chief Financial Officer and Chief Investment Officer.
For the year ended August 31, 2023, the Company incurred total compensation of $198,113 for Chief Executive Officer and Chief Financial Officer. The Company also incurred total compensation of $32,446 for Chief Investment Officer.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – STOCKHOLDERS’ EQUITY
Common shares
The Company had the following activities for the year ended August 31, 2024:
Issuance of restricted common shares
On October 5, 2023, the Board of Directors resolved to issue 225,000,000 shares of the Company’s restricted common stock, par value $0.001 per share, to Chiyuan Deng, the Chief Executive Officer, to pay off his accrued executive salaries of $45,000.
Conversion of Series C preferred shares to common shares
During the year ended August 31, 2024, the Company issued total 1,056,681,936 common shares as the result of the conversion of total 174,421 Series C preferred shares.
Reverse Stock split
On April 22, 2024, the Board of Directors approved a reverse split of the Corporation’s issued and outstanding common stock, which has a par value $0.001 per share. The reverse split ratio has been determined at 1 for 2,000 shares. The effectiveness of this reverse split is contingent upon receiving approval from the Financial Industry Regulatory Authorization (FINRA).
On August 19, 2024, the Board of Directors decided to cancel the company's upcoming 1-for 2,000 reverse split. The Board of Directors decided it would not be in the best interest of the stockholders or the Company to execute a reverse split at this time. The Company plans to inform FINRA that it will not be moving forward with the reverse split and will withdraw its application.
Cancellation of Common shares
On February 5, 2024, Board of Directors of the Company resolved to cancel 235,000,000 shares of common stock in the Company.
Repurchase of common shares
On July 20, 2024, Board of Directors of the Company repurchased 50,699,000 common shares from its several shareholders for an aggregate purchase price of $50,699, or $0.001 per share. The repurchased shares are subsequently cancelled on August 26, 2024. The purchase price was settled in tranches. As of August 31, 2024, $38,485 of the purchase price has been settled.
Subscription of Common shares
On June 13, 2024, the Company entered into a Common Stock Purchase Agreement with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million of our common stock at the Investment Amount during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $5 million of our common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025.
Pursuant to the Purchase Agreement, the Investment Amount means seventy percent (70%) of the lowest daily Volume Weighted Average Price (“VWAP”) of the Common Stock five business days prior to the Closing of a Purchase Notice. No Purchase Notice will be made without an effective registration statement and no Purchase Notice will be in an amount greater than (i) $250,000 or (ii) three hundred percent (300%) of the Average Daily Trading Volume during the five business days prior to a Purchase Notice.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – STOCKHOLDERS’ EQUITY (continued)
Common shares (continued)
Subscription of Common shares (continued)
The Purchase Agreement provides that the number of our common stock shares to be sold to Alumni Capital will not exceed the number of shares that, when aggregated together with all other shares of our common stock which the investor is deemed to beneficially own, would result in the investor owning more than 4.99% of our outstanding common stock. The percentage may be increased to no more than 9.99% upon notice under the Purchase Agreement.
The Purchase Agreement contains certain representations, warranties, covenants and events of default. The Closing occurred following the satisfaction of customary closing conditions.
The Company had the following activities during the year ended August 31, 2023:
Increasing authorized number of common shares
On October 11, 2022, the Company filed amendment to Articles of Incorporation to increase the authorized number of common shares from 1,000,000,000 shares to 10,000,000,000 shares. This increasing of authorized number of common shares has been retroactively reflected in the consolidated financial statements and notes thereto.
Reverse Stock split
On June 12, 2023, the Board of Directors approved a reverse split for the Company’s issued and outstanding common stock, at a ratio of 1 share for every 10,000 shares, contingent upon receiving a market effectiveness date from FINRA.
On September 8, 2023, however, the Board of Directors decided to cancel the company's upcoming 10,000 to 1 reverse split. The Board of Directors decided it would not be in the best interest of the shareholders or the Company to execute a reverse split at this time. The Company informed FINRA that it will not be moving forward with the reverse split withdrew its application.
Conversion of Series C preferred shares to common shares
During the year ended August 31, 2023, the Company issued total 700,770,802 common shares as the result of the conversion of total 250,268 Series C preferred shares.
Subscription of Common shares
On August 2, 2022, the Company entered into a common stock purchase agreement with Alumni Capital LP, a Delaware limited partnership. Pursuant to the agreement, Alumni Capital LP shall purchase $1.0 million of common stocks as per the Company’s discretions after a Registration Statement is declared effective by the Securities and Exchange Commission. The purchase price is number of common stocks in a Purchase Notice issued by the Company multiplied by 75% of the lowest traded price of the Common Stock five Business Days prior to the Closing, which is no later than five business days after the Purchase Notice Date.
The Company plans to use the proceeds from the sale of the common stocks for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest of the Company. The registration of these securities was effective on September 13, 2022.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – STOCKHOLDERS’ EQUITY (continued)
Subscription of Common shares (continued)
Pursuant to this agreement, for the year ended August 31, 2023, Alumni Capital LP subscribed total of 200,000,000 common shares for total proceeds of $146,475.
As of August 31, 2024 and 2023, the Company had 2,281,266,321 and 1,285,283,385 common shares issued and outstanding, respectively.
Warrants
In consideration for the Common Stock Purchase Agreement signed with Alumni on June 13, 2024, the Company issued to Alumni Capital a Common Stock Purchase Warrant dated June 13, 2024 to purchase 1,943,304,434 shares of Common Stock, representing (50%) of the commitment amount of $5 million, at an exercise price of $0.00129 per share, subject to adjustments, and ending on the 5 years anniversary of the issuance date. The number of shares under the Common Stock Purchase Warrant is subject to adjustment based on the following formula: (i) fifty percent (50%) of the Commitment Amount, less the exercise value of all partial exercises prior to the Exercise Date, divided by (ii) the Exercise Price on the Exercise Date. The exercise price per was calculated by dividing $3,000,000 by the total number of issued and outstanding shares of common stock as of June 13, 2024. The exercise price is subject to change based on a change in the number of our outstanding shares. The aggregated fair value of the warrants is $970,945. The fair value has been estimated using the Black-Scholes pricing model with the following assumptions: market value of underlying common shares of $0.0005; risk free rate of 4.24%; expected term of 5 years; exercise price of $0.0013; volatility of 310.94%; and expected future dividends of $0.
Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own shares. The warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. As of August 31, 2024, 1,993,304,434 warrants in connection with two equity financings were outstanding, with weighted average remaining life of 4.74 years.
A summary of the status of the Company’s warrants as of August 31, 2024 and 2023 is presented below:
| | | Number of warrants |
| | | Original shares issued | | Anti-dilution Adjusted |
| Warrants as of August 31, 2022 | | | 50,000,000 | | | | — | |
| Warrants granted during the year | | | — | | | | — | |
| Warrants as of August 31, 2023 | | | 50,000,000 | | | | — | |
| Warrants granted during the year | | | 1,943,304,434 | | | | — | |
| Exercisable as of August 31, 2024 | | | 1,993,304,434 | | | | — | |
Preferred shares
The Company had the following activities for year ended August 31, 2024:
During the year ended August 31, 2024, the Company converted a total 174,421 Series C preferred shares into common shares.
On November 30, 2023, the Board of Directors of the Company resolved to withdraw the Amended Certificate of Designation for the Company’s Series C and Series D Preferred shares.
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – STOCKHOLDERS’ EQUITY (Continued)
Preferred shares (continued)
On December 1, 2023, the Board of Directors of the Company has resolved to withdraw the Certificate of Designation for the Company’s Series B Preferred Stock. The Company’s Series B Preferred Stock was cancelled during the year ended August 31, 2024.
The Company had the following activities for the year ended August 31, 2023:
On September 6, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 90,275 shares of Series C Convertible Preferred Stock of the Company for a gross proceed of $78,500. After deduction of transaction-related expenses, net proceed to the Company was $69,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes.
On June 21, 2023, 1,436 shares of Series C Convertible Preferred Stock of the Company were waived by the accredited investor.
The Company recorded dividend expenses of $0 and $31,387 on Series C and D Preferred shares for the year ended August 31, 2024 and 2023, respectively.
NOTE 10 – INCOME TAXES
The Company and its fully owned subsidiary, AB Cinemas NY, Inc, were incorporated in the United States and are subject to a statutory income tax rate at 21%. The Company’s fully owned subsidiary, App Board Limited, was registered in Hong Kong and is subject to a statutory income tax rate at 16.5%.
As of August 31, 2024 and 2023, the components of net deferred tax assets, including a valuation allowance, were as follows:
| | | August 31, 2024 | | August 31, 2023 |
| Deferred tax asset attributable to: | | | | | | | | |
| Net operating loss carry over | | $ | 1,963,323 | | | $ | 2,077,213 | |
| Less: valuation allowance | | | (1,963,323 | ) | | | (2,077,213 | ) |
| Net deferred tax asset | | $ | — | | | $ | — | |
The valuation allowance for deferred tax assets was $1,963,323 and $2,077,213 as of August 31, 2024 and 2023, respectively. 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 August 31, 2024 and 2023.
Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended August 31, 2024 and 2023:
| | | | | | | | | |
| | | Year ended |
| | | August 31, |
| | | 2024 | | 2023 |
| Federal statutory tax rate | | | 21 | % | | | 21 | % |
| Change in valuation allowance | | | (21 | %) | | | (21 | %) |
| Effective tax rate | | | 0 | % | | | 0 | % |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – INCOME TAXES (continued)
For the year ended August 31, 2024, the Company and its subsidiaries generated net income. However, due to the fact that the Company had net operating loss carry forwarded, the Company and its subsidiaries did not incur any income tax for the year ended August 31, 2024.
For the year ended August 31, 2023, the Company and its subsidiaries incurred net losses. As a result, the Company and its subsidiaries did not incur any income tax for the year ended August 31, 2023.
NOTE 11 – CONCENTRATION RISK
Concentration
For the year ended August 31, 2024, 52% and 25% of the total revenue were generated from two customers, respectively. For the year ended August 31, 2023, 47% and 17% of the total revenue were generated from two customers, respectively.
As of August 31, 2024, 96% of the Company’s accounts receivable balance was receivable from one customer. There were no accounts receivable as of August 31, 2023.
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of August 31, 2024 and 2023, cash balance of $0 and $92,972, respectively, were maintained at financial institutions in Hong Kong, and were subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of August 31, 2024 and 2023, cash balance of $64,430 and $24,124, respectively, were maintained at financial institutions in the US. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There is no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
Operating leases
The Company has several lease agreements to rent office spaces and movie theatre with its related party and third-party vendors. (See Note 6)
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – SEGMENT INFORMATION
The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. As the result of business strategic changes, the Company has identified two reportable segments: Copyrights and license (“IP’) segment and cinema segment.
The following table presents summary information by segment for the years ended August 31, 2024 and 2023, respectively.
| NOTE 13 - SEGMENT INFORMATION - Summary of Information by Segment | | | | | | | | | | | | | | | | | | | | | | | | |
| | | IP Segment | | Cinema Segment | | Total |
| | | Year ended | | Year ended | | Year ended |
| | | August 31 | | August 31 | | August 31 |
| | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| Revenue | | $ | 2,868,455 | | | $ | 948,000 | | | $ | 432,012 | | | $ | 525,222 | | | $ | 3,300,467 | | | $ | 1,473,222 | |
| Cost of copyrights sold | | | 119,517 | | | | — | | | | — | | | | — | | | | 119,517 | | | | — | |
| Operating costs | | | — | | | | — | | | | 189,500 | | | | 243,635 | | | | 189,500 | | | | 243,635 | |
| Depreciation and Amortization | | | 1,664,338 | | | | 3,052,613 | | | | — | | | | — | | | | 1,664,338 | | | | 3,052,613 | |
| Interest expense | | | 31,588 | | | | 9,578 | | | | — | | | | — | | | | 31,588 | | | | 9,578 | |
| Segment assets | | | 2,257,669 | | | | 2,598,255 | | | | 91,501 | | | | 23,825 | | | | 2,349,170 | | | | 2,622,080 | |
| Segment income (loss) | | $ | 671,457 | | | $ | (3,720,974 | ) | | $ | (129,126 | ) | | $ | 154,264 | | | $ | 542,331 | | | $ | (3,566,710 | ) |
NOTE 14 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the date these financial statements were issued.
Repurchase of common shares
On July 20, 2024, Board of Directors of the Company has repurchased 50,699,000 common shares from its several shareholders for an aggregate purchase price of $50,699, or $0.001 per share. The repurchased shares are subsequently cancelled on August 26, 2024. The purchase price was settled in tranches. As of August 31, 2024, $38,485 of the purchase price has been settled. The remaining balance was fully settled in November 2024.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being August 31, 2024. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of August 31, 2024, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (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.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending August 31, 2025: (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 in (i) and (ii) 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.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Remediation of Material Weakness
We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended August 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or 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 may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our current executive officer and director is as follows:
| Name | | Age | | Position |
| Chiyuan Deng | | | 60 | | | Chief Executive Officer, Principal Executive Officer |
| | | | | | | |
Chiyuan Deng
Mr. Deng is an investor, producer, and director of Chinese films. He has worked as Vice Chairman of the Guangdong Province Film and TV Production Industry Association and Vice Secretary General of the China City Image Project Advancement Committee. He has extensive investment and management experience in China, including in the areas of corporate development and business investment activities. Mr. Deng graduated from Guangzhou Broadcast TV University in 1987. Mr. Deng is Jianli Deng’s father.
Mr. Deng does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Other Significant Employees
Other than our executive officer, we do not currently have any significant employees.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.
Family Relationships
None.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our current executive officers, nominees for directors, or current directors have been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:
| | 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; |
| | 2. | Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| | 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: |
| | i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| | ii. | Engaging in any type of business practice; or |
| | iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| | 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; |
| | 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| | 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| | 7. | Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| | i. | Any Federal or State securities or commodities law or regulation; or |
| | ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| | iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| | 8. | Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Audit Committee
The Board of Directors established an audit committee to assist the Board of Directors in the execution of its responsibilities. Our audit committee, under its charter, is to be comprised solely of non-employee, independent directors as defined by NYSE American market listing standards.
The Audit Committee was established in October of 2019. As of the year ended August 31, 2024, we only have one director, which has effectively ceased the work of the Audit Committee.
For the fiscal year ending August 31, 2024, the Audit Committee did not complete its tasks due to the lack of membership on the committee. Instead, the sole member of the board authorized inclusion of the audited financial statements for the years ended August 31, 2024 and 2023 to be included in this Annual Report.
Compliance with Section 16(a) Of the Exchange Act
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended August 31, 2024, there have been no late reports, failures to file or transactions not timely reported.
Code of Ethics
We have adopted a Corporate Code of Business Conduct and Ethics and Financial Code of Ethics. These are attached as exhibits to our Annual Report for the year ended August 31, 2019.
Item 11. Executive Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended August 31, 2024 and 2023.
| | SUMMARY COMPENSATION TABLE |
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Chiyuan Deng President, CEO | 2023 2024 | 180,000 15,049 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 180,000 15,049 |
Jimmy Chue Former Chief Investment Officer | 2023 2024 | 32,446 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 32,446 0 |
Jianli Deng Former CFO and Director | 2023 2024 | 18,113 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 18,113 0 |
On July 30, 2018, we entered into an employment agreement with Chiyuan Deng to serve as our President. The agreement is for six years and we issued Mr. Deng 400,000 shares for his services. Under the agreement, Mr. Deng is eligible for a bonus if provided by the board, vacation, medical, insurance and other benefits.
On February 22, 2021, we entered into an employment agreement with Jimmy Chue to serve as Chief Investment Officer (CIO). The CIO will be compensated with an annual base salary of $78,000. On May 9, 2023, Jimmy Chue resigned as our CIO.
On December 31, 2021, Brandy Gao resigned as Chief Financial Officer of the Company. On December 31, 2021, our board of directors appointed Vella Deng as our Chief Financial Officer. On June 24, 2022, Vella Deng resigned as our Chief Financial Officer. On June 24, 2022, our board of directors appointed Jianli Deng as our Chief Financial Officer and a member of our board of directors.
On September 11, 2020 and May 24, 2022, the Company entered into two amended employment agreements with Chiyuan Deng, the Chief Executive Officer. Pursuant the amended agreements, the Company 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 Series A Preferred Stock at par value $0.001. Mr. Deng returned 266,667 shares common stock to the Company received under his initial employment agreement.
On June 24, 2022, our board of directors appointed Jianli Deng as our Chief Financial Officer and a member of our board of directors. The Chief Financial Officer will be compensated with an annual base salary of $24,000. On May 9, 2023 , Jianli Deng resigned as our Chief Financial Officer.
On October 5, 2023, the Board of Directors resolved to issue 225,000,000 shares of the Company’s restricted common stock, par value $0.001 per share, to Chiyuan Deng, the Chief Executive Officer, as executive salaries.
On November 15, 2023, the Company announced that as part of its efforts to mitigate the financial impact on the Company, the Company’s sole officer and director, Mr. Chiyuan Deng, has agreed to reductions in his employment compensation.
Effective as of October 2023, Mr. Deng has agreed to forego his $180,000 yearly salary and other benefits allowed for under his employment agreement, as amended with the Company, until such fees and benefits are reinstated by the Company’s board of directors.
Once the Company is in a better position financially and profitable, the Company and Mr. Deng plan to amend the employment agreement with changes to Mr. Deng’s compensation structure designed to incentivize the Company’s CEO to achieve and maintain profitability.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
| |
| OPTION AWARDS | | | | STOCK AWARDS | | |
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | | Option Exercise Price ($) | | | | Option Expiration Date | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | |
| Chiyuan Deng | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Jianli Deng | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Jimmy Chue | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Director Compensation
For the year 2022-2023, the Board of Directors approved of the payment of US$9,000 as the fee for each Director.
For the year 2023-2024, the Company doesn’t have any Director fees.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of November 20, 2024, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group. Unless otherwise stated, the address for each beneficial owner is at 144 Main Street, Mt. Kisco, NY 10549.
| | | Common Stock | | Series A Preferred Stock |
| Name and Address of Beneficial Owner | | Number of Shares Owned | | Percent of Class(1)(2) | | Number of Shares Owned | | Percent of Class(1)(2) |
| Chiyuan Deng(3) | | | 185,852,733 | | | | 8.1 | % | | | 100,000 | | | | 100 | % |
| All Directors and Executive Officers as a Group (1 person) | | | 185,852,733 | | | | 8.1 | % | | | 100,000 | | | | 100 | % |
| 5% Holders | | | | | | | | | | | | | | | | |
| None | | | | | | | | | | | — | | | | — | |
| | (1) | Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity. |
| | | |
| | (2) | Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 2,281,266,321 shares of common stock issued and outstanding, and 100,000 shares of Series A Preferred Stock issued and outstanding, as of November 20, 2024. |
| | | |
| | (3) | Includes 182,252,733 shares held in his name, 2,100,000 shares held in Zestv Features Ltd in which he has voting and disposition authority, 1,400,000 shares held in Bonus Media Investment Limited in which he has voting and disposition authority, and 100,000 shares which may be acquired from converting 100,000 Series A shares. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as provided in “Description of Business” and “Executive Compensation” set forth above, and the related party transactions disclosed in Note 12 of the Company’s consolidated financial statements for the years ended August 31, 2024, for the past two fiscal years there have not been, and there is not currently proposed, any other transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
Loan from related parties
In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. On June 1, 2023, Chiyuan Deng, the Chief Executive Officer, as the Company stockholders, entered into a line of credit agreement with the Company. Chiyuan Deng agreed to provide a line of credit to the Company for a total amount of no more than $1,500,000, including the previous shareholder loan balance of $697,281. The amount under this line of credit is non-interest bearing and due on demand starting from June 1, 2023.
For the year ended August 31, 2024, Chiyuan Deng has further loaned a total of $794,865 for its working capital needs. The loan is non-interest bearing and due on demand. As of August 31, 2024, the Company has repaid $971,365. The Company has recognized an imputed interest at 5% per annum of the balances as of the years ended August 31, 2024 and 2023. As of August 31, 2024 and 2023, the Company had loan from Chiyuan Deng balance of $193,174 and $748,285.
Accounts payable and accrued liabilities - related party - Youall Perform Services Ltd.
Youall Perform Services Ltd is owned by Jianli Deng, the former Chief Financial Officer. 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 the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 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 two-year website maintenance contract to maintain the website ABQQ.TV which was launched on December 29, 2020. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The contract amount remains to be $128,000, out of which $108,800 was previously paid and $19,200 was scheduled to be due on the twenty first month of service term. During the year ended August 31, 2023, the Company made payment of $12,812 with the accounts payable – related party balance to Youall Perform Services Ltd of $6,388 as of August 31, 2023. Chiyuan Deng has repaid $6,388 on behalf of the Company during the year ended August 31, 2024. As of August 31, 2024, the related party balance to Youall Perform Services Ltd was $nil.
Accounts payable and accrued liabilities – related party - Zestv Studios Limited
On December 1, 2020, the Company entered an agreement with Zestv Studios Limited, a Hong Kong entity 100% owned by Chiyuan Deng, the Chief Executive Officer, to grant Zestv Studios Limited the distribution right for the movie “Love over the world” and charge Zestv Studios Limited movie royalties. The Company’s royalty 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 royalty revenue to the Company, Zestv Studios Limited failed to collect cash from Hua Xia. As of August 31, 2021, the Company had refund payable of $916,922 for the movie royalty revenue net of the movie distribution commission fee to Zestv Studios Limited.
On June 23, 2022, the Company sold the mainland China copyright and broadcast right of the movie “Too Simple” to Zestv Studios Limited for a price of $750,000. The Company remains to have all copyright of outside of mainland China. The Company used this proceed to off-set the refund payable balance to Zestv Studios Limited with additional payment of $151,795 during the year ended August 31, 2022. The Company made payments of $15,127 during the year ended August 31, 2023.
On November 28, 2023, the Company sold the software-in-progress to the Developer for $385,000. Zestv Studios Limited collected the payment on behalf of the Company. The payment of $385,000 reduced the loan from related parties as of November 30, 2023 (See Note 7).
The Company also rented an office space from Zestv Studios Limited. The lease was early terminated on August 31, 2023 (See Note 6). For the years ended August 31, 2024 and 2023, the Company incurred related party office rent expense of $nil and $66,048 respectively.
On August 5, 2024, the Company has entered into an agreement with Zestv Studios Limited to license its offline broadcast rights of 1 movie for $105,000. The granted offline broadcast rights are globally exclusive, with the exception of Mainland China and United States.
During the year ended August 31, 2024, Zestv Studios Limited has settled operating expenses of $154,942 on behalf of the Company. The amount paid by Zestv Studios Limited was fully settled as of August 31, 2024.
As of August 31, 2024 and 2023, the Company had $nil payable to Zestv Studios Limited.
Executives’ salaries
On September 11, 2020 and May 24, 2022, the Company entered into two amended employment agreements with Chiyuan Deng, the Chief Executive Officer. Pursuant the amended agreements, the Company 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 Series A Preferred Stock at par value $0.001. Mr. Deng returned 266,667 shares common stock to the Company received under his initial employment agreement. The Chief Executive Officer opted to forgo his salaries effective from October 2023.
For the year ended August 31, 2024, the Company incurred total compensation of $15,049 for the Chief Executive Officer. The Company incurred $nil for Chief Financial Officer and Chief Investment Officer.
For the year ended August 31, 2023, the Company incurred total compensation of $198,113 for Chief Executive Officer and Chief Financial Officer. The Company also incurred total compensation of $32,446 for Chief Investment Officer.
Item 14. Principal Accounting Fees and Services
Below is the table of audit fees billed by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:
Financial Statements for the
Year Ended August 31 | | Audit Services | | Audit Related Fees | | Tax Fees | | Other Fees |
| 2023 | | | Prager Metis CPAs: $180,000 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| 2024 | | | Prager Metis CPAs: $171,500 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
PART IV
Item 15. Exhibits, Financial Statements Schedules
| (a) | Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section
1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10-K Summary
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AB International Group Corp.
| DATE | | SIGNATURE | | TITLE |
| | | | | |
| November 26, 2024 | | /s/ Chiyuan Deng | | Chief Executive Officer, Chief Financial Officer and Director |
| | | Chiyuan Deng | | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| DATE | | SIGNATURE | | TITLE |
| | | | | |
| November 26, 2024 | | /s/ Chiyuan Deng | | Chief Executive Officer, Chief Financial Officer and Director |
| | | Chiyuan Deng | | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
