AI Era Corp 10-K for FY2024

AI Era Corp. (AERA)

10-K 2024-11-26 For: 2024-08-31

Added on April 06, 2026

About this 10-K

AI Era Corp filed this 10-K on November 26, 2024, covering the fiscal year ended August 31, 2024 (FY2024).

Headline figures

Fiscal year ended August 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.3M; up 124.0% from $1.47M a year earlier
Net income: $542.33K; compared with a net loss of $3.57M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☒	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

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)

☐ 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	4
Item 1B.	Unresolved Staff Comments	11
Item 1C.	Cybersecurity	11
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosure	12

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	[Reserved]	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	23
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	24
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	24

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	25
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountant Fees and Services	31

PART IV

Item 15.	Exhibits, Financial Statement Schedules	32
Item 16.	Form 10-K Summary	34
Signatures		35

	•	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.

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		—		—

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.

	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


	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 (Loss) Before Costs and Expenses Income Tax Benefit		542,331			(3,566,710	)

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


	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

			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

	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

	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

Twelve months ending August 31,	Amortization expense
2025	$	345,767
2026		25,157
Total	$	370,924

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

	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

	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		—

	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	$	—		$	—


	Year ended
	August 31,
	2024			2023
Federal statutory tax rate		21	%		21	%
Change in valuation allowance		(21	%)		(21	%)
Effective tax rate		0	%		0	%

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	)

Name	Age		Position
Chiyuan Deng		60	Chief Executive Officer, Principal Executive Officer

	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.

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



10.2	Agreement for Termination and Release	8-K	10.1	11/1/18

10.3	Chief Marketing Officer Employment Agreement	8-K	10.1	2/11/19

10.4	Chief Operating Officer Employment Agreement	8-K	10.1	2/11/19

10.5	Securities Purchase Agreement	8-K	10.1	11/21/19

10.6	Securities Purchase Agreement	8-K	10.1	12/18/19

10.7	Securities Purchase Agreement	8-K	10.1	1/10/20

10.8	Securities Purchase Agreement	8-K	10.2	1/10/20

10.9	Securities Purchase Agreement	8-K	10.1	2/21/20

10.10	Securities Purchase Agreement	8-K	10.2	2/21/20

10.11	Securities Purchase Agreement	8-K	4.2	3/18/20

10.12	Securities Purchase Agreement	8-K	10.1	7/23/20

10.13	Securities Purchase Agreement	8-K	10.1	7/28/20

10.14	Equity Purchase Agreement	8-K	10.1	8/3/20

10.15	Registration Rights Agreement	8-K	10.2	8/3/20

10.16	Securities Purchase Agreement	8-K	10.1	8/24/20

10.17	Separation Agreement and Release with Jianli Deng, dated August 29, 2020	8-K	10.1	9/1/20

10.18	Separation Agreement and Release with Lijun Yu, dated August 29, 2020	8-K	10.2	9/1/20

10.19	Separation Agreement and Release with Linqing Ye, dated August 29, 2020	8-K	10.3	9/1/20

10.20	Securities Purchase Agreement	8-K	10.1	9/4/20

10.21	Securities Purchase Agreement	8-K	10.2	9/4/20

10.22	Securities Purchase Agreement	8-K	10.1	10/15/20

10.23	Securities Purchase Agreement	8-K	10.1	10/20/20

10.24	Termination and Release Agreement	8-K	10.1	11/25/20

10.25	Termination and Release Agreement	8-K	10.1	12/1/20

10.26	Series C Preferred Stock Purchase Agreement	8-K	10.1	1/29/21

10.27	Employment Agreement	8-K	10.1	2/24/21

10.28	Series C Preferred Stock Purchase Agreement	8-K	10.1	3/2/21

10.29	Series C Preferred Stock Purchase Agreement	8-K	10.1	11/3/21

10.30	Lease Agreement	8-K	10.1	11/2/21

10.31	Series C Preferred Stock Purchase Agreement	8-K	10.1	9/13/21

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)

By:	/s/ Chiyuan Deng
Name:	Chiyuan Deng
Title:	Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date:	November 26, 2024