AI Era Corp 10-K for FY2022

AI Era Corp. (AERA)

10-K 2022-12-08 For: 2022-08-31

Added on April 06, 2026

About this 10-K

AI Era Corp filed this 10-K on December 8, 2022, covering the fiscal year ended August 31, 2022 (FY2022).

Headline figures

Fiscal year ended August 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.93M; up 2444.1% from $115.09K a year earlier
Net loss: $2.17M; compared with a net loss of $3.58M a year earlier

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☒	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended August 31, 2022
☐	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

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

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☐ Emerging growth company


Page
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosure	11

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	20

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accountant Fees and Services	28

PART IV

Item 15.	Exhibits, Financial Statement Schedules	29

	•		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.

	•		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.

	•	The Company issued 2,500,000 and 3,000,000 shares of put shares to Peak One for cash at $0.02288, and $0.02719, respectively, per share during Q1 2022.
	•	The Company issued 1,800,000 shares of common stock for cash at $0.01548 per share, and 3,000,000 shares of common stock for cash at $0.01716 per share, and 2,300,000 shares of common stock for cash at $0.01729 per share, and 2,300,000 shares of common stock for cash at $0.0110 per share to Peak One during Q2 2022.
	•	As stock-based compensation for annual bonus for calendar year of 2021, the Company issued 5,000,000 shares restricted common stock to the Chief Investment Officer and 10,000,000 shares restricted common stock to the Chief Executive Officer all at market price $0.0138 per share Q2 2022.
	•	The Company issued 30,000,000 shares of restricted stock at market price $0.0138 per share to seven consultants for 6 months to 18 months consulting services of movies and NFT related business in Q2 2022.
	•	The Company issued total 85,715,176 of common shares from preferred shares series C conversion during the year.
	•	The Company issued total 12,307,672 of common shares from preferred shares series D conversion during the year.

	•	The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share and 4,000,000 shares of common stock for cash at $0.0715 per share.
	•	The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 9 for further details.
	•	The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 10 for further details.
	•	261,111 shares of common stock returned to the Company due to officer resignations.
	•	The Company issued 31,646,633 shares of put shares for cash at $0.015312, $0.014256, $0.01452, $0.077528, $0.09856, $0.11, $0.0715, $0.0563, $0.0528, $0.04875, $0.05764, and $0.0344 per share.
	•	As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer.
	•	The Company issued 24,528,637 of common shares from preferred shares series C & D conversion.
	•	The Company issued 17,700,000 shares of stock for consulting services.

F-1	Reports of Independent Registered Public Accounting Firms
F-3	Consolidated Balance Sheets as of August 31, 2022 and 2021;
F-4	Consolidated Statements of Operations for the years ended August 31, 2022 and 2021;
F-5	Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2022 and 2021;
F-6	Consolidated Statements of Cash Flows for the years ended August 31, 2022 and 2021;
F-7 - F-37	Notes to Consolidated Financial Statements.

	August 31,			August 31,
	2022			2021

ASSETS
Current Assets
Cash and cash equivalents	$	84,223		$	132,253
Prepaid expenses		13,035			13,566
Related party receivable		—			1,439
Subscription receivable		—			87,239
Purchase deposit for intangible assets, current portion		—			644,785
Total Current Assets		97,258			879,282

Property and equipment, net		12,695			53,705
Right of use operating lease assets, net		1,004,018			47,827
Intangible assets, net		3,798,282			3,998,805
Purchase deposits for intangible assets, non-current		881,724			761,600
Security deposit		45,240			16,508
TOTAL ASSETS	$	5,839,217		$	5,757,727

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	293,786		$	122,110
Related party payable		15,127			933,434
Current portion of obligations under operating leases		229,813			48,226
Due to stockholders		377,398			2,347
Deferred revenue		38,000			—
Dividend payable		—			1,834
Total Current Liabilities		954,124			1,107,951

Obligations under operating leases, non-current		863,145			—
Total Liabilities		1,817,269			1,107,951

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, 2022 and 2021, respectively		100			100
Series B preferred stock, 20,000 and 20,000 shares issued and outstanding, as of August 31, 2022 and 2021, respectively		20			20
Series C preferred stock, 335,850 and 0 shares issued and outstanding, as of August 31, 2022 and August 31, 2021, respectively		336			—
Series D preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2022 and 2021, respectively		—			—
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 384,512,583 and 226,589,735 shares issued and outstanding, as of August 31, 2022 and 2021, respectively		384,512			226,590
Additional paid-in capital		12,636,838			11,009,517
Accumulated deficit		(8,789,901	)		(6,578,978	)
Unearned stock compensation		(209,957	)		(7,473	)
Total Stockholders’ Equity		4,021,948			4,649,776
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,839,217		$	5,757,727


	Years ended
	August 31,
	2022			2021

Revenue	$	2,928,000		$	115,091
Cost of revenue		(3,221,789	)		(1,494,328	)
Gross Loss		(293,789	)		(1,379,237	)

OPERATING EXPENSES
General and administrative expenses		(1,190,360	)		(1,511,333	)
Related party salary and wages		(547,638	)		(333,337	)
Total Operating Expenses		(1,737,998	)		(1,844,670	)

Loss From Operations		(2,031,787	)		(3,223,907	)

OTHER INCOME (EXPENSES)
Rent income		—			1,920
Interest expense, net		(239	)		(156,815	)
Penalty expenses		(141,945	)		—
Gain from change in fair value		—			64,584
Loss from lease termination		—			(3,251	)
Loss from prepaid convertible note		—			(232,797	)
Loss from warrant termination		—			(12,343	)
Loss from warrant exercise		—			(75,000	)
Total Other Expenses		(142,184	)		(413,702	)

Loss Before Income Tax Benefit		(2,173,971	)		(3,637,609	)

Income tax benefit		—			55,347
NET LOSS	$	(2,173,971	)	$	(3,582,262	)
Preferred shares dividend expense		(36,952	)		(25,835	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,210,923	)	$	(3,608,097	)

NET LOSS PER SHARE: BASIC	$	(0.01	)	$	(0.02	)
NET LOSS PER SHARE: DILUTED	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		290,712,023			194,571,251
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		290,712,023			194,571,251


	Common Stock					Preferred Stock
	Number of Shares			Amount		Number of Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Unearned Stock Compensation			Total Equity

Balance - August 31, 2020	46,661,417		$	46,661		—		$	—		$	7,271,983		$	(2,970,880	)	$	(391,667	)	$	3,956,097

Common shares issued for cash	23,000,000			23,000		—			—			529,000			—			—			552,000
Common shares issued from note conversions	25,406,238			25,406		—			—			158,347			—			—			183,753
Common shares issued from warrant exercises	56,407,922			56,408		—			—			81,358			—			—			137,766
Common shares returned due to officer resignations	(261,111	)		(261	)	—			—			(391,405	)		—			391,667			—
Put Shares issued for cash	31,646,633			31,647		—			—			1,662,904			—			—			1,694,551
Common shares issued to officers for services	1,500,000			1,500		—			—			43,500			—			(7,473	)		37,527
Common shares issued for consulting services	17,700,000			17,700		—			—			513,300			—			—			531,000
Preferred shares series A issuance	—			—		100,000			100			—			—			—			100
Preferred shares series B issuance	—			—		20,000			20			319,980			—			—			320,000
Preferred shares series C issuance	—			—		280,025			280			243,220			—			—			243,500
Preferred shares series D issuance	—			—		798			1			722,999			—			—			723,000
Preferred shares series C dividend shares	—			—		19,322			19			16,782			—			—			16,802
Preferred shares series D dividend shares	—			—		6			0			7,200			—			—			7,200
Preferred shares and dividend shares converted into common shares	24,528,637			24,529		(300,151	)		(300	)		(24,228	)		—			—			—
Termination of issued warrants	—			—		—			—			(145,423	)		—			—			(145,423)
Net loss	—			—		—			—			—			(3,608,097	)		—			(3,608,097)
Balance - August 31, 2021	226,589,735		$	226,590		120,000		$	120		$	11,009,517		$	(6,578,978	)	$	(7,473	)	$	4,649,776

Put Shares issued for cash	14,900,000			14,900		—			—			216,002			—			—			230,902
Common shares issued to officers for services	45,000,000			45,000		—			—			576,000			—			(202,484)			418,516
Preferred shares series C issuance	—			—		757,965			758			586,148			—			—			586,906
Preferred shares series C converted into common shares	85,715,176			85,715		(422,115	)		(422	)		(85,293	)		—			—			—
Penalty and dividend in connection with Preferred shares series C	—			—		—			—			174,731			—			—			174,731
Preferred shares series D issuance	—			—		187			—			172,040			—			—			172,040
Preferred shares series D and dividend shares converted into common shares	12,307,672			12,307		(187	)		—			(12,307	)		—			—			—
Net loss	—			—		—			—			—			(2,210,923	)		—			(2,210,923)
Balance - August 31, 2022	384,512,583		$	384,512		455,850		$	456		$	12,636,838		$	(8,789,901	)	$	(209,957	)	$	4,021,948


	Years Ended
	August 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,210,923	)	$	(3,608,097	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Executive salaries and consulting fees paid in stock		418,516			568,627
Depreciation of fixed asset		41,010			53,048
Amortization of intangible asset		3,221,789			1,468,728
Gain from change in fair value of derivatives		—			(64,584	)
Loss from lease termination		—			3,251
Loss from warrant termination		—			12,343
Loss from warrant exercise		—			75,000
Loss from prepaid convertible notes		—			232,797
Non-cash interest for convertible notes		—			156,822
Non-cash note conversion fees		—			8,750
Non-cash penalty and dividend expense for preferred shares		172,897			25,835
Non-cash lease expense		88,541			1,590
Changes in operating assets and liabilities:
Accounts receivable		—			137,700
Interest receivable		—			26,240
Related party receivable		1,439			86,142
Purchase deposit		—			(644,785	)
Prepaid expenses		531			(2,542	)
Rent security & electricity deposit		(28,732	)		1,920
Purchase of movie and TV series broadcast right and copyright		(2,496,605	)		(4,312,053	)
Accounts payable and accrued liabilities		171,676			(240,950	)
Related party payable		(918,307	)		927,930
Tax payable		—			(56,750	)
Deferred revenue		38,000			—
Net cash used in operating activities		(1,500,168	)		(5,143,038	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		—			(5,000	)
Net cash used in investing activities		—			(5,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes		—			233,017
Proceeds from common stock issuances		318,141			2,220,812
Proceeds from preferred share B issuances		—			320,000
Proceeds from preferred share C issuances		586,906			243,500
Proceeds from preferred share D issuances		172,040			723,000
Payments for warrant termination		—			(95,000	)
Prepayments of convertible notes		—			(821,970	)
Due to shareholders		375,051			1,871
Net cash provided by financing activities		1,452,138			2,825,230

Net decrease in cash and cash equivalents		(48,030	)		(2,322,808	)
Cash and cash equivalents – beginning of the year		132,253			2,455,061
Cash and cash equivalents – end of the year	$	84,223		$	132,253

Supplemental Cash Flow Disclosures
Cash paid for interest	$	239		$	—
Cash paid for income taxes	$	—		$	—

Non-Cash Investing and Financing Activities:
Cashless warrant exercises	$	—		$	137,766
Convertible notes converted to common shares	$	—		$	(183,752	)
Transfer from purchase deposit to intangible assets	$	1,406,385		$	—
Additions to ROU assets	$	1,207,789		$	27,421
Common shares returned due to officer resignations	$	—		$	(391,667	)
Preferred shares series C dividend paid in shares	$	—		$	16,802
Preferred shares series D dividend paid in shares	$	—		$	7,200
Preferred shares and dividend shares converted into common shares	$	—		$	990,502

		Estimated Useful Life
Furniture		7 years
Appliances		5 years
Leasehold improvement		Lesser of useful life and lease term

	•	Movie copyrights and broadcast rights: straight-line method over the estimated life of the asset, which has been determined by management to be 2 years
	•	Patent: straight-line method over the term of 5 years based on the patent license agreement
	•	NFT MMM platform: straight-line method over the estimated life of the asset, which has been determined by management to be 2 years

	For the year ended August 31, 2022		For the year ended August 31, 2021
Sub-licensing a patent	$	—	$	115,091
Selling of copyrights of movies and TV shows		2,806,000		—
licensing NFT MMM platform		122,000		—
Total revenue	$	2,928,000	$	115,091

	August 31, 2022			August 31, 2021
Leasehold improvement	$	146,304		$	146,304
Appliances and furniture		25,974			25,974
Total cost		172,278			172,278
Accumulated depreciation		(159,583	)		(118,573	)
Property and equipment, net	$	12,695		$	53,705

	August 31, 2022			August 31, 2021
Patent license right	$	—		$	500,000
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			—
Movie copyrights - Too simple		1,271,265			—
Movie copyrights - Confusion		1,024,000			—
TV drama copyright - 15 episodes		190,000			—
Movie and TV series broadcast rights		2,439,840			2,439,840
NFT MMM platform		280,000			—
Total cost		8,313,798			5,792,533
Accumulated amortization		(4,515,516	)		(1,793,728	)
Intangible assets, net	$	3,798,282		$	3,998,805

Twelve months ending August 31,	Amortization expense
2023	$	2,788,171
2024		1,010,111
Total	$	3,798,282

	August 31, 2022		August 31, 2021

Right-of-use assets, net	$	1,004,018	$	47,827

Operating lease liabilities - current	$	229,813	$	48,226
Operating lease liabilities - non-current		863,145		—
Total operating lease liabilities	$	1,092,958	$	48,226

Twelve months ending August 31,
2023	$	238,443
2024		260,396
2025		250,555
2026		255,412
2027		107,275
Total future minimum lease payments		1,112,081
Less: imputed interest		(19,123	)
Total	$	1,092,958

	August 31, 2022		August 31, 2021

Purchase deposit for movie – On the way	$	—	$	256,000
Purchase deposit for movie – Confusion		—		505,600
Purchase deposit for 25-episode TV drama		525,000		—
Purchase deposit for five movies		356,724		—
Total purchase deposits for intangible assets	$	881,724	$	761,600

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


Balance, August 31, 2020	$	438,921
Issuance of Convertible Note Principal	$	275,200
Issuance of MFN Principal	$	15,000
Discount on Note issuance, net of amortization	$	75,075
Accrued interest expense	$	24,562
Converted Note Principal	$	(166,464)
Converted accrued and unpaid interest	$	(8,538)
Prepayment of Note Principal	$	(559,782)
Paid interest expense	$	(29,390)
Change in fair value of Derivative liability	$	(64,584)
Balance, August 31, 2021	$	—

Convertible Notes	Beginning Principal after Note Conversion	Total Interest Accrued	Paid Date	Paid Principal	Paid Interest	Principal balance Outstanding	Payment amount	Loss from prepaid convertible note
Crown Bridge (Tranche I)	1,082	2,641	12/9/20	(1,082)	(2,641)	-	-	-
Crown Bridge (Tranche II)	40,500	1,545	12/9/20	(40,500)	(1,545)	-	72,500¹	(26,732)¹
EMA Financial	50,000	1,990	12/9/20	(50,000)	(1,990)	-	72,800	(20,810)
Power Up Lending	130,000	6,491	1/22/21	(130,000)	(6,491)	-	190,925	(54,434)
Power Up Lending	63,000	3,042	2/10/21	(63,000)	(3,042)	-	92,380	(26,338)
East Capital	62,700	3,114	4/7/21	(62,700)	(3,114)	-	87,467	(21,652)
Power Up Lending	55,000	2,746	4/7/21	(55,000)	(2,746)	-	80,797	(23,051)
Jefferson Street	82,500	4,097	3/1/21	(82,500)	(4,097)	-	116,975	(30,378)
FirstFire Global	75,000	3,724	3/1/21	(75,000)	(3,724)	-	108,125	(29,401)
Total	559,782	29,390	-	(559,782)	(29,390)	-	821,969	(232,796)

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

Sr. No.	Note	Total convertible note issued	Total principal converted as of 08/31/2020	Total principal converted as of 11/30/2020	Total principal paid off as of 2/28/2021	Total principal paid off as of 8/31/2021	Principal balance Outstanding as of 8/31/2021
1	EMA Financial	90,000	(84,716)	(5,285)	-	-	-
2	Peak One Opportunity	85,000	(85,000)	-	-	-	-
3	Auctus Fund Note	90,000	(41,705)	(48,295)	-	-	-
4	Crown Bridge (Tranche I)	40,500	(19,633)	(19,785)	(1,082)	-	-
5	East Capital	50,000	(23,400)	(26,600)	-	-	-
6	Fidelis Capital	50,000	(9,000)	(41,000)	-	-	-
7	Armada Partners	38,500	(13,000)	(25,500)	-	-	-
8	Crown Bridge (Tranche II)	40,500	-	-	(40,500)	-	-
9	EMA Financial (Issue Date: 7.17.2020)	50,000	-	-	(50,000)	-	-
10	Power Up Lending (Issue Date: 07.24.2020)	130,000	-	-	(130,000)	-	-
11	Power Up Lending (Issue Date: 08.18.2020)	63,000	-	-	(63,000)	-	-
12	East Capital (Issue Date: 10.09.2020)	62,700	-	-	-	(62,700)	-
13	Power Up Lending (Issue Date: 10.08.2020)	55,000	-	-	-	(55,000)	-
14	Jefferson Street (Issue Date: 09.01.2020)	82,500	-	-	-	(82,500)	-
15	FirstFire Global (Issue Date: 09.01.2020)	75,000	-	-	-	(75,000)	-
	Total	1,002,700	(276,454)	(166,464)	(284,582)	(275,200)	-

Date of Exercise	Anti Dilution Value of Warrant Shares	Anti Dilution Base (Exercise) Price (B)	Mkt Price (90 Day High Preceding Exercise date) (A)	# of WTS Shares Elected for purchase (Y)	Common Shares to be issued upon exercise (X) = Y(A-B)/A	Cashless Payment
July 20, 2020	$100,000	$ 0.0300	$ 21.00	250,358	250,000	$7,511
July 21, 2020	$92,489	$ 0.0300	$ 21.00	250,358	250,000	$7,511
July 23, 2020	$84,979	$ 0.0300	$ 21.00	250,358	250,000	$7,511
July 29, 2020	$77,468	$ 0.0300	$ 21.00	250,358	250,000	$7,511
August 4, 2020	$69,957	$ 0.0300	$ 21.00	250,358	250,000	$7,511
August 11, 2020	$62,446	$ 0.0300	$ 21.00	500,715	500,000	$15,021
August 21, 2020	$47,425	$ 0.0300	$ 21.00	500,715	500,000	$15,021
August 25, 2020	$32,403	$ 0.0205	$ 21.00	500,489	500,000	$10,260
August 31, 2020	$22,143	$ 0.0205	$ 21.00	500,489	500,000	$10,260
September 9, 2020	$11,883	$ 0.0205	$ 21.00	470,786	470,326	$9,651
Total				3,724,984	3,720,326	$ 97,768

	Number of warrants
	Original shares issued			Anti-dilution Adjusted
Warrants as of August 31, 2020 (1) (2)		793,920			68,163,661
Warrants granted during the year		—			—
Exercised, forfeited or expired (3)		(793,920	)		(68,163,661	)
Outstanding as of August 31, 2021		—			—
Warrants granted during the year		50,000,000			—
Exercisable as of August 31, 2022		50,000,000			—

(3)	•	The Company canceled 9,720 warrant shares with Crown Bridge and 4,200 warrant shares with Armanda Partners in November, 2020.
	•	Peak One Opportunities exercised 100% of 750,000 warrant shares issued on July 30, 2020.
	•	EMA Financial exercised all 30,000 warrant shares issued on January 17, 2020.

	Derivative liabilities embedded in convertible notes

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

	August 31, 2022			August 31, 2021
Deferred tax asset attributable to:
Net operating loss carry over	$	1,328,204		$	871,681
Less: valuation allowance		(1,328,204	)		(871,681	)
Net deferred tax asset	$	—		$	—

Name	Age		Position
Chiyuan Deng		59	Chief Executive Officer, Principal Executive Officer
Jianli Deng		29	Chief Financial Officer and Director, Appointed on June 24, 2022
Jimmy Chue		66	Chief Investment Officer
Ho Fai Lam		66	Director

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	-	-	-	-	-	-	-	-	-

Name and Address of Beneficial Owner	Common Stock				Series A Preferred Stock				Series B Preferred Stock
	Number of Shares Owned		Percent of Class(1)(2)		Number of Shares Owned		Percent of Class(1)(2)		Number of Shares Owned	Percent of Class(1)(2)
Chiyuan Deng(3)		36,312,733		9.4%		100,000		100%	20,000	100%
Jianli Deng		269,444		*		—		—	—	—
Jimmy Chue		5,500,000		1.4%		—		—	—	—
Ho Fai Lam		—		—		—		—	—	—

All Directors and Executive Officers as a Group (5 persons)		42,082,177		10.9%		100,000		100%	20,000	100%
5% Holders
						—		—	—	—