NOTE 9 – STOCKHOLDERS’ EQUITY | 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 $0.001 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 1,056,681,936 174,421 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 Repurchase of common shares On July 20, 2024, Board of Directors of the Company repurchased 50,699,000 $50,699 $0.001 $38,485 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 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 Subscription of Common shares (continued) The Purchase Agreement provides that t he 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 : 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 10,000,000,000 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 700,770,802 250,268 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 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 $146,475 As of August 31, 2024 and 2023, the Company had 2,281,266,321 1,285,283,385 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 $0.00129 per share, subject to adjustments, and ending on the 5 years 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 $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 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 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 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 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 : On September 6, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 90,275 $78,500 $69,000 On June 21, 2023, 1,436 The Company recorded dividend expenses of $0 $31,387 , respectively. |