AI Era Corp S-1/A, filed Jul 8, 2024

AI Era Corp. (AERA)

S-1/A 2024-07-08

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Added on October 18, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	1
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	16
USE OF PROCEEDS	17
DILUTION	17
SELLING STOCKHOLDERS	17
PLAN OF DISTRIBUTION	18
DESCRIPTION OF CAPITAL STOCK	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS, AND CONTROL PERSONS	22
EXECUTIVE COMPENSATION	24
BUSINESS	27
MARKET PRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	33
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	37
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	38
LEGAL MATTERS	39
EXPERTS	39
WHERE YOU CAN FIND MORE INFORMATION	39
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	40

Common stock to be offered by the Selling Stockholder		Up to 4,500,000,000 Shares.

Shares of Common Stock outstanding before this offering		2,331,965,321 shares, as of July 3, 2024.

Shares of Common Stock outstanding after this offering		6,831,965,321 shares. This assumes the sale of 3,000,000,000 shares under the equity line and 1,500,000,000 shares exercised under the Common Stock Purchase Warrant.

Use of Proceeds		We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. We may receive up to an aggregate of $5 million in proceeds from the sale of our Common Stock to Alumni Capital pursuant to the Equity Line and up to $2.5 million in proceeds from the exercise of the Common Stock Purchase Warrant.

Plan of Distribution		The Selling Stockholder may, from time to time, sell any or all of their shares of our Common Stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be fixed or negotiated prices. For further information, see “Plan of Distribution” beginning on page 14.

Risk Factors		This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.

OTCPink symbol		“ABQQ.”

	•		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 Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by the Selling Stockholder;

	•	the number of shares of Common Stock beneficially owned by the Selling Stockholder, based on its ownership of the shares of Common Stock, as of July 3, 2024, without regard to any limitations on exercises prior to the sale of the shares covered by this prospectus;

	•	the number of shares that may be offered by the Selling Stockholder pursuant to this prospectus;

	•	the number of shares to be beneficially owned by the Selling Stockholder and their affiliates following the sale of any shares covered by this prospectus; and

	•	the percentage of our issued and outstanding Common Stock to be beneficially owned by the Selling Stockholder and their affiliates following the sale of all shares covered by this prospectus, based on the Selling Stockholder’s ownership of Common Stock as of July 3, 2024.

	Number of shares of Beneficially Owned Prior to	Maximum Number of shares of Common Stock to be Sold Pursuant to this	Number of shares of Common Stock Beneficially Owned After Offering(1)(2)
Name of Selling Stockholder	Offering(1)	Prospectus	Number	Percent
Alumni Capital LP (3)	2,003,125,000(4)	4,500,000,000(5)	0	0%

	(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Common Stock subject to derivative securities exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any person.

	(2)	Assumes that the Selling Stockholder sells all shares of Common Stock registered under this prospectus held by such Selling Stockholder.

	(3)	Ashkan Mapar, Manager of Alumni Capital, exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Alumni Capital.

	(4)	Represents the amount of Warrant Shares underlying two separately issued Common Stock Purchase Warrants (without consideration of the 4.99% ownership limitation imposed by the Warrants).

	(5)	Represents the amount of Common Stock issuable pursuant to the Purchase Agreement and Common Stock Purchase Warrant.

Name		Age				Position
Chiyuan Deng			60			Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) and Director

	•	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 which were valuated at market price $0.0138 per share in 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.

	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)		234,352,733		10%		100,000		100%
All Directors and Executive Officers as a Group (1 person)		234,352,733		10%		100,000		100%
5% Holders
None						—		—

	(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 2,331,965,321 shares of common stock issued and outstanding, 100,000 shares of Series A Preferred Stock issued and outstanding.

	(3)	Includes 230,852,733 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.

	Page

Consolidated Financial Statements of AB International Group Corp. and Subsidiaries

Consolidated Balance Sheets as of February 29, 2024 (Unaudited) and August 31, 2023	F-1
Consolidated Statements of Operations for the Three and Six Months Ended February 29, 2024 and February 28, 2023 (Unaudited)	F-2
Consolidated Statements of Stockholders’ Equity for Six Months Ended February 29, 2024 and February 28, 2023 (Unaudited)	F-3
Consolidated Statements of Cash Flows for the Six Months Ended February 29, 2024 and February 28, 2023 (Unaudited)	F-4
Notes to Consolidated Financial Statements	F-5

	Page

Consolidated Financial Statements of AB International Group Corp. and Subsidiaries

Report of Independent Registered Public Accounting Firm	F-22
Consolidated Balance Sheets as of August 31, 2023 and 2022	F-23
Consolidated Statements of Operations for the Years Ended August 31, 2023 and 2022	F-24
Consolidated Statements of Stockholders’ Equity for the Years Ended August 31, 2023 and 2022	F-25
Consolidated Statements of Cash Flows for the Years Ended August 31, 2023 and 2022	F-26
Notes to Consolidated Financial Statements	F-27

	February 29,			August 31,
	2024			2023

ASSETS
Current Assets
Cash and cash equivalents	$	33,665		$	117,096
Prepaid expenses		30,000			—
Total Current Assets		63,665			117,096

Property and equipment, net		6,038			8,254
Right of use operating lease assets, net		595,619			696,380
Intangible assets, net		1,078,417			1,455,110
Purchase deposits for intangible assets, non-current		—			300,000
Security deposit		46,006			45,240
TOTAL ASSETS	$	1,789,745		$	2,622,080

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	145,973		$	156,763
Accounts payable and accrued liabilities - related party		6,388			6,388
Loan from related parties		319,551			748,285
Current portion of obligations under operating leases		244,066			211,507
Deferred revenue		82,600			—
Total Current Liabilities		798,578			1,122,943

Obligations under operating leases, non-current		485,715			608,149
Total Liabilities		1,284,293			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 February 29, 2024 and August 31, 2023, respectively		100			100
Series B preferred stock, 0 and 20,000 shares issued and outstanding, as of February 29, 2024 and August 31, 2023, respectively		—			20
Series C preferred stock, 0 and 174,421 shares issued and outstanding, as of February 29, 2024 and August 31, 2023, respectively		—			175
Series D preferred stock, 0 and 0 shares issued and outstanding, as of February 29, 2024 and August 31, 2023, respectively		—			—
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 2,331,965,321 and 1,285,283,385 shares issued and outstanding, as of February 29, 2024 and August 31, 2023, respectively		2,331,965			1,285,283
Additional paid-in capital		11,012,704			11,993,408
Accumulated deficit		(12,839,317	)		(12,387,998	)
Total Stockholders’ Equity		505,452			890,988
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,789,745		$	2,622,080


	Six Months Ended						Three Months Ended
	February 29,			February 28,			February 29,			February 28,
	2024			2023			2024			2023

REVENUE
Copyrights and license	$	885,289		$	357,286		$	171,001		$	177,286
Theatre admissions and food and beverage sales		199,364			177,965			111,905			121,153
Consulting services		102,347			—			102,347			—
Total revenue		1,187,000			535,251			385,253			298,439

OPERATING COSTS AND EXPENSES
Amortization expenses		(1,072,483	)		(1,779,243	)		(560,674	)		(855,744	)
Theatre operating costs		(104,081	)		(78,708	)		(62,726	)		(56,304	)
General and administrative expenses		(511,616	)		(804,158	)		(249,924	)		(379,645	)
Related party salary and wages		(15,049	)		(141,000	)		—			(70,500	)
Total Operating Costs And Expenses		(1,703,229	)		(2,803,109	)		(873,324	)		(1,362,193	)

Loss From Operations		(516,229	)		(2,267,858	)		(488,071	)		(1,063,754	)

OTHER INCOME
Interest income		694			158			57			79
Interest expense – related party		(20,784	)		—			(6,905	)		—
Other income		85,000			—			—			—
Total Other Income		64,910			158			(6,848	)		79

Loss Before Income Tax Benefit		(451,319	)		(2,267,700	)		(494,919	)		(1,063,675	)

Income tax benefit		—			—			—			—
NET LOSS	$	(451,319	)	$	(2,267,700	)	$	(494,919	)	$	(1,063,675	)
Preferred shares dividend		—			(10,629	)		—			(4,864	)
Net loss available to common stockholders		(451,319	)		(2,278,329	)		(494,919	)	$	(1,068,539	)

NET LOSS PER SHARE: BASIC	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
NET LOSS PER SHARE: DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		2,245,380,603			604,591,133			2,502,404,882			728,656,133
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		2,245,380,603			604,591,133			2,502,404,882			728,656,133


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

Balance –November 30, 2022		659,550,369		$	659,550			450,050		$	450		$	12,583,045		$	(9,999,691	)	$	(127,157	)	$	3,116,197
Preferred shares series C converted into common shares		221,354,447			221,355			(81,075	)		(81	)		(221,274	)		—			—			—
Dividend in connection with Preferred shares series C		—			—			—			—			4,865			—			—			4,865
Common shares issued to officers for services		—			—			—			—			—			—			75,571			75,571
Net loss		—			—			—			—			—			(1,068,539	)		—			(1,068,539)
Balance at February 28, 2023		880,904,816		$	880,905			368,975		$	369		$	12,366,636		$	(11,068,230	)	$	(51,586	)	$	2,128,094

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
Series C Preferred Shares issued		—			—			90,275			90			68,910			—			—			69,000
Preferred shares series C converted into common shares		296,392,233			296,393			(177,150	)		(177	)		(296,216	)		—			—			—
Dividend in connection with Preferred shares series C		—			—			—			—			10,629			—			—			10,629
Common shares issued to officers for services		—			—			—			—			—			—			158,371			158,371
Net loss		—			—			—			—			—			(2,278,329	)		—			(2,278,329)
Balance - February 28, 2023		880,904,816		$	880,905			368,975		$	369		$	12,366,636		$	(11,068,230	)	$	(51,586	)	$	2,128,094


Balance – November 30, 2023		2,566,965,321		$	2,566,965			120,000		$	120		$	10,770,780		$	(12,344,398	)	$	—		$	993,467
Preferred shares series B cancellation		—			—			(20,000	)		(20	)		20			—			—			—
Common shares cancellation		(235,000,000	)		(235,000	)		—			—			235,000			—			—			—
Imputed Interest		—			—			—			—			6,904			—			—			6,904
Net loss		—			—			—			—			—			(494,919	)		—			(494,919)
Balance – February 29, 2024		2,331,965,321		$	2,331,965			100,000		$	100		$	11,012,704		$	(12,839,317	)	$	—		$	505,452

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 to officer for service		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			—			—			—
Imputed Interest		—			—			—			—			20,783			—			—			20,783
Net loss		—			—			—			—			—			(451,319	)		—			(451,319)
Balance – February 29, 2024		2,331,965,321		$	2,331,965			100,000		$	100		$	11,012,704		$	(12,839,317	)	$	—		$	505,452

			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
	•	NFT MMM platform: straight-line method over the estimated life of the asset, which has been determined by management to be 2 years


	Three months ended
	February 29, 2024		February 28, 2023
Consulting services	$	102,347	$	—
NFT licenses		171,001		177,286
Theatre admissions		77,518		79,756
Food and beverage sales		34,387		41,397
Total revenue	$	385,253	$	298,439

	February 29, 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		(166,240	)		(164,024	)
Property and equipment, net	$	6,038		$	8,254

	February 29, 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		695,789			—
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		9,714,587			9,018,798
Accumulated amortization		(8,636,170	)		(7,563,688	)
Intangible assets, net	$	1,078,417		$	1,455,110

Twelve months ending February 28,	Amortization expense
2024	$	872,272
2025		206,145
Total	$	1,078,417

Twelve months ending February 28,
2025	$	248,168
2026		252,954
2027		236,006
Total future minimum lease payments		737,128
Less: imputed interest		(7,347	)
Total	$	729,781

	February 29, 2024		August 31, 2023

Purchase deposit for software	$	—	$	300,000
Total purchase deposits for intangible assets	$	—	$	300,000

	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 six months		—		—
Exercisable as of February 29, 2024		50,000,000		—

	February 29, 2024			August 31, 2023
Deferred tax asset attributable to:
Net operating loss carry over	$	2,171,990		$	2,077,213
Less: valuation allowance		(2,171,990	)		(2,077,213	)
Net deferred tax asset	$	—		$	—


	Six months ended
	February 29, February 28,
	2024			2023
Federal statutory tax rate		21	%		21	%
Change in valuation allowance		(21	%)		(21	%)
Effective tax rate		0	%		0	%

NOTE 14 – SEGMENT INFORMATION - Summary of Information by Segment (Details)
	IP Segment						Cinema Segment				Total
	Six months ended						Six months ended				Six months ended
	February 29,			February 28,			February 29,		February 28,		February 29,			February 28,
	2024			2023			2024		2023		2024			2023
Revenue	$	987,636		$	357,286		$	199,364	$	177,965	$	1,187,000		$	535,251
Operating costs		—			—			104,081		78,708		104,081			78,708
Depreciation and Amortization		1,074,698			1,781,467			—		—		1,074,698			1,781,467
Interest expense (income)		20,090			(158	)		—		—		20,090			(158	)
Segment assets		1,756,397			4,161,840			33,348		25,619		1,789,745			4,187,459
Segment income (loss)	$	(597,319	)	$	(2,340,126	)	$	146,000	$	61,797	$	(451,319	)	$	(2,278,329	)

	August 31,			August 31,
	2023			2022

ASSETS
Current Assets
Cash and cash equivalents	$	117,096		$	84,223
Prepaid expenses		—			13,035
Total Current Assets		117,096			97,258

Property and equipment, net		8,254			12,695
Right of use operating lease assets, net		696,380			1,004,018
Intangible assets, net		1,455,110			3,798,282
Purchase deposits for intangible assets, non-current		300,000			881,724
Security deposit		45,240			45,240
TOTAL ASSETS	$	2,622,080		$	5,839,217

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	156,763		$	293,786
Accounts payable and accrued liabilities - related party		6,388			15,127
Loan from related parties		748,285			377,398
Current portion of obligations under operating leases		211,507			229,813
Deferred revenue		—			38,000
Total Current Liabilities		1,122,943			954,124

Obligations under operating leases, non-current		608,149			863,145
Total Liabilities		1,731,092			1,817,269

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, 2023 and 2022, respectively		100			100
Series B preferred stock, 20,000 and 20,000 shares issued and outstanding, as of August 31, 2023 and 2022, respectively		20			20
Series C preferred stock, 174,421 and 335,850 shares issued and outstanding, as of August 31, 2023 and 2022, respectively		175			336
Series D preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2023 and 2022, respectively		—			—
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 1,285,283,385 and 384,512,583 shares issued and outstanding, as of August 31, 2023 and 2022, respectively		1,285,283			384,512
Additional paid-in capital		11,993,408			12,636,838
Accumulated deficit		(12,387,998	)		(8,789,901	)
Unearned stock compensation		—			(209,957	)
Total Stockholders’ Equity		890,988			4,021,948
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,622,080		$	5,839,217


	Years ended
	August 31,
	2023			2022

REVENUE
Copyrights and license	$	948,000		$	2,928,000
Theatre admissions and food and beverage sales		525,222			—
Total revenue		1,473,222			2,928,000

OPERATING COSTS AND EXPENSES
Amortization expenses		(3,048,172	)		(3,221,789	)
Theatre operating costs		(243,635	)		—
General and administrative expenses		(1,507,988	)		(1,190,360	)
Related party salary and wages		(230,559	)		(547,638	)
Total Operating Costs And Expenses		(5,030,354	)		(4,959,787	)

Loss From Operations		(3,557,132	)		(2,031,787	)

OTHER INCOME (EXPENSES)
Interest income (expenses)		740			(239)
Interest expense – related party		(10,318	)		—
Penalty expenses		—			(141,945	)
Total Other Expenses		(9,578	)		(142,184	)

Loss Before Income Tax Benefit		(3,566,710	)		(2,173,971	)

Income tax benefit		—			—
NET LOSS	$	(3,566,710	)	$	(2,173,971	)
Preferred shares dividend expense		(31,387	)		(36,952	)

NET LOSS AVAILABLE TO COMMON STOCK HOLDERS	$	(3,598,097	)	$	(2,210,923	)

NET LOSS PER SHARE: BASIC	$	(0.00	)	$	(0.01	)
NET LOSS PER SHARE: DILUTED	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		866,520,740			290,712,023
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		866,520,740			290,712,023


	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, 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
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	)		—			—			—
Common shares issued to officers for services		45,000,000		45,000		—			—			576,000			—			(202,484	)		418,516
Net loss		—		—		—			—			—			(2,210,923	)		—			(2,210,923)
Balance at August 31, 2022		384,512,583	$	384,512		455,850		$	456		$	12,636,838		$	(8,789,901	)	$	(209,957	)	$	4,021,948


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

	August 31, 2023		August 31, 2022
Copyrights sales	$	250,000	$	2,806,000
NFT licenses		698,000		122,000
Theatre admissions		345,057		—
Food and beverage sales		180,165		—
Total revenue	$	1,473,222	$	2,928,000

	August 31, 2023			August 31, 2022
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			—
Movie copyrights - Nice to meet you		300,000			—
TV drama copyright - 20 episodes		295,000			190,000
Movie and TV series broadcast rights		2,439,840			2,439,840
NFT MMM platform		280,000			280,000
Total cost		9,018,798			8,313,798
Accumulated amortization		(7,563,688	)		(4,515,516	)
Intangible assets, net	$	1,455,110		$	3,798,282