AERA 10-Q
AI Era Corp. (AERA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to__________
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
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(Address of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act: None.
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]
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 fi les). [X]
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 |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X]
State the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: common shares as of July 15, 2025.
| TABLE OF CONTENTS | ||
| Page | ||
PART I – FINANCIAL INFORMATION
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| Item 1: | Financial Statements (Unaudited) | 3 |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 9 |
| Item 4: | Controls and Procedures | 9 |
PART II – OTHER INFORMATION
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| Item 1: | Legal Proceedings | 11 |
| Item 1A: | Risk Factors | 11 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3: | Defaults Upon Senior Securities | 11 |
| Item 4: | Mine Safety Disclosures | 11 |
| Item 5: | Other Information | 11 |
| Item 6: | Exhibits | 12 |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited consolidated financial statements included in this Form 10-Q are as follows:
| F-1 | Consolidated Balance Sheets as of May 31, 2025 and August 31, 2024 (unaudited); |
| F-2 | Consolidated Statements of Operations for the three and nine months ended May 31, 2025 and 2024 (unaudited); |
| F-3 | Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended May 31, 2025 and 2024 (unaudited); |
| F-4 | Consolidated Statements of Cash Flows for the nine months ended May 31, 2025 and 2024 (unaudited); and |
| F-5 | Notes to Consolidated Financial Statements (unaudited) |
| 3 |
AB INTERNATIONAL GROUP CORP.
Consolidated Balance Sheets
(Unaudited)
| May 31, | August 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Accounts receivable | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use operating lease assets, net | ||||||||
| Intangible assets, net | ||||||||
| Purchase deposits for intangible assets, non-current | ||||||||
| Security deposit | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Loan from related parties | ||||||||
| Current portion of obligations under operating leases | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Obligations under operating leases, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, par value, preferred shares authorized; | ||||||||
| Series A preferred stock, and shares issued and outstanding, as of May 31, 2025 and August 31, 2024, respectively | ||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding, as of May 31, 2025 and August 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-1 |
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Operations
(Unaudited)
| Nine months Ended | Three Months Ended | |||||||||||||||
| May 31, May 31, | May 31, May 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | ||||||||||||||||
| License – related party | $ | $ | $ | $ | ||||||||||||
| Copyrights sales | ||||||||||||||||
| Copyrights sales – related party | ||||||||||||||||
| Theatre admissions and food and beverage sales | ||||||||||||||||
| Consulting services | ||||||||||||||||
| Total revenue | ||||||||||||||||
| OPERATING COSTS AND EXPENSES | ||||||||||||||||
| Amortization expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cost of copyrights sold | ( | ) | ( | ) | ||||||||||||
| Theatre operating costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Related party salary and wages | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Operating Costs And Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (Loss) From Operations | ( | ) | ( | ) | ||||||||||||
| OTHER INCOME | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense – related parties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Total Other Income | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (Loss) Before Income Tax Benefit | ( | ) | ( | ) | ||||||||||||
| Income tax provision | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| NET INCOME (LOSS) PER SHARE: BASIC | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| NET INCOME (LOSS) PER SHARE: DILUTED | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | ||||||||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Equity | ||||||||||||||||||||||
| Balance – February 29, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Imputed Interest | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance –August 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of restricted common shares to officer for service | ( | ) | ||||||||||||||||||||||||||
| Preferred shares series C converted into common shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Preferred shares series B cancellation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common shares cancellation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Imputed Interest | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||||
| Balance – February 28, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of Common shares for cash | ( | ) | ||||||||||||||||||||||||||
| Issuance of Common shares for officer bonus | ( | ) | ||||||||||||||||||||||||||
| Imputed Interest | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance – May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance – August 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of Common shares for cash | ( | ) | ||||||||||||||||||||||||||
| Issuance of Common shares for officer bonus | ( | ) | ||||||||||||||||||||||||||
| Imputed Interest | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance – May 31, 2025 | 8,031,266,321 | $ | 8,031,266 | $ | 100 | $ | 6,364,244 | $ | (11,806,016 | ) | 2,589,594 | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
AB INTERNATIONAL GROUP CORP.
Consolidated Statements of Cash Flows
(Unaudited)
| Nine months Ended | ||||||||
| May 31, | May 31, | |||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of fixed asset | ||||||||
| Amortization of intangible asset | ||||||||
| Gain from sales of software in progress | ( | ) | ||||||
| Costs of copyrights sold | ||||||||
| Imputed interest on loan from related parties | ||||||||
| Non-cash lease expense | ( | ) | ||||||
| Executive salaries paid in stock | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Rent security & electricity deposit | ( | ) | ||||||
| Purchase deposits paid | ( | ) | ( | ) | ||||
| Purchase of movie and TV series broadcast right and copyright | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from (repayment to) related party loan | ( | ) | ||||||
| Proceeds from common stock issuances | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents – beginning of period | ||||||||
| Cash and cash equivalents – end of period | $ | $ | ||||||
| Supplemental Cash Flow Disclosures | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Settlement of accrued CEO salaries with common stock | $ | $ | ||||||
| Net off purchase deposit with loan from related parties for sales of software | $ | $ | ||||||
| Transfer from purchase deposit to intangible assets | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – BUSINESS AND BASIS OF PRESENTATION
Business
AB International Group Corp. (the “Company”) 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 January 27, 2025, the Company sold its proprietary broadcasting platform (ABQQ.tv). Subsequently, the Company entered into an arrangement with a third-party platform to broadcast its film and TV drama copyrights in March 2025.
The Company continues to engage in the sale and purchase of film and drama copyrights as one of its main revenue-generating activities, others include licensing NFT MMM platform and providing technical service, movie theater admissions and food and beverage sales, embedded marketing service, consulting services, advertising services in movie theatre, and broadcasting.
Basis of presentation
The accompanying unaudited consolidated financial statements of AB International Group Corp. have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of August 31, 2024 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024.
The unaudited consolidated financial statements as of and for the three and nine months ended May 31, 2025 and May 31, 2024, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended May 31, 2025 and May 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The financial statements have been prepared on a consolidated basis, with the Company’s wholly owned subsidiaries App Board Limited, AB Cinemas NY, Inc and AI+ Hubs Corp. 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.
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 the 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.
| F-5 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 and TV shows, 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 three and nine months ended May 31, 2025 and May 31, 2024.
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 | ||
| Appliances | ||
| 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.
Intangible Assets
Intangible assets are recorded at the lower of cost or estimated fair value and amortized as follows:
| • | Movie copyrights and broadcast rights: | |
| • | NFT MMM platform: |
Amortized costs of the intangible asset are recorded as amortization expenses in the consolidated statements of operations.
| F-6 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
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 seven 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; (7) broadcasting.
| F-7 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
Revenue from selling copyrights of movies or TV shows:
The Company recognizes revenue when a master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The Company’s contracts with customers 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 the Company’s 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 advertisements 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 – efforts made to prepare such company for an IPO. The consulting service fees are recognized when the services are delivered.
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.
Revenue from broadcasting:
The Company derives revenue from non-exclusive licensing of its film and online drama content for an online streaming platform. Revenue is recognized based on fixed monthly fees agreed upon at the time of program selection, as invoiced to the licensee.
Contract Assets and Liabilities
Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contract assets are accounted 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 May 31, 2025, the Company had
As of August 31, 2024, other than deferred revenue
and accounts receivable, the Company had
| F-8 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
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 three and nine months ended May 31, 2025 and May 31, 2024, respectively:
| Nine months ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Copyrights sales | $ | $ | ||||||
| Embedded marketing service | ||||||||
| Broadcasting | ||||||||
| Consulting services | ||||||||
| NFT licenses | ||||||||
| Theatre admissions | ||||||||
| Food and beverage sales | ||||||||
| Advertisement | ||||||||
| Total revenue | $ | $ | ||||||
| F-9 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 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.
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 May 31, 2025, the total number of warrants outstanding was
| F-10 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reclassification
Prior period amounts of revenue from copyrights and license have been separately presented in the consolidated statements of operations 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.
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.
| F-11 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280)”, which improves the disclosures about a public entity’s reportable segments and address requests from investors for more detailed information about a reportable segment’s expenses. The amendments in this accounting standard update will become effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The amendments should be applied to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.
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.
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 May 31, 2025, the Company had
an accumulated deficit of approximately $
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.
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.
| F-12 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 – PROPERTY AND EQUIPMENT
The Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed assets. Leasehold improvement relates to renovation and upgrade of the leased office.
The depreciation expense
was $
As of May 31, 2025 and August 31, 2024, the balance of property and equipment was as follows:
| May 31, 2025 | August 31, 2024 | |||||||
| Leasehold improvement | $ | $ | ||||||
| Appliances and furniture | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
NOTE 5 – INTANGIBLE ASSETS
As of May 31, 2025 and August 31, 2024, the balance of intangible assets was as follows:
| May 31, 2025 | August 31, 2024 | |||||||
| Movie copyrights – Love over the world | $ | $ | ||||||
| Sitcom copyrights – Chujian | ||||||||
| Movie copyrights – A story as a picture | ||||||||
| Movie copyrights – Our treasures | ||||||||
| Movie broadcast right – On the way | ||||||||
| Movie copyrights – Too simple | ||||||||
| Movie copyrights – Confusion | ||||||||
| Movie copyrights – Amazing Data | ||||||||
| Movie copyrights – Nice to meet you | ||||||||
| Movie copyrights – 6 movies | ||||||||
| Movie broadcast rights – 59 movies | ||||||||
| Movie copyrights – Amazing data 2 | ||||||||
| Movie copyrights – 3 movies | ||||||||
| Movie copyrights – 1 movie | 90,000 | |||||||
| TV drama copyright – 20 episodes | ||||||||
| TV drama copyright – 20 episodes | ||||||||
| TV drama copyright – 10 episodes | ||||||||
| TV drama copyright – 1,151 series | ||||||||
| TV drama copyright – 360 series | ||||||||
| TV drama copyright – 20 series | ||||||||
| NFT MMM platform | ||||||||
| Total cost | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| F-13 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 – INTANGIBLE ASSETS (continued)
The amortization expense for the three and nine months
ended May 31, 2025 was $
| Twelve months ending May 31, | Amortization expense | ||||
| 2026 | $ | ||||
| 2027 | |||||
| Total | $ | ||||
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 $
During the year ended
August 31, 2024, 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 $
During the year ended
August 31, 2024, 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 $
During the year ended
August 31, 2024, 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 $
During the year ended August 31, 2024,
on June 5, 2024, the Company entered into an agreement with Stareastnet Portal Limited to acquire the copyright and broadcast right of
20-episode TV drama for a price of $
During the three months
ended November 30, 2024, on September 30, 2024, the Company entered into an agreement with Capitalive Holdings Limited to sell
the offline broadcast rights of 2 movies for $
During the three months
ended November 30, 2024, on September 30, 2024, the Company entered into an agreement with All In
One Media Ltd to acquire the copyrights and broadcast rights for 1 movie for a price of $
| F-14 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 – INTANGIBLE ASSETS (continued)
During the three months ended February
28, 2025, the Company received the copyright and broadcast right for 3 movies from All In One Media Ltd for total prices of $
During the three months ended February
28, 2025, the Company received the copyright and broadcast right of 1 movie and broadcast right of 10-episode TV drama from Stareastnet
Portal Limited for a price of $
During the three months ended February
28, 2025, the Company entered into an agreement with Capitalive Holdings Limited to sell the ABQQ.TV website and the copyrights of 59
movies for $
During the three months
ended February 28, 2025, the Company entered into an agreement with Anyone Pictures Limited to sell the broadcast rights of 2 movies
for $
During the three months ended
May 31, 2025, the Company received the copyright and broadcast right of 1 movie and 1,151 series of TV drama from All In One Media
Ltd for a price of $
During the three months
ended May 31, 2025, the Company received the copyright and broadcast right of 20 series of TV drama and 360 series of TV drama from Guangdong
Honor Film Co., Ltd. for a price of $
During the three months
ended May 31, 2025, the Company entered into an agreement with Capitalive Holdings Limited to sell the offline broadcast rights
of 5 movies for $
During the three months
ended May 31, 2025, the Company entered into an agreement with Anyone Pictures Limited to sell the
broadcast rights of one movie for $
| F-15 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 – LEASES
In September 2023, the Company entered into a
On October 21, 2021, the Company signed a lease agreement
to lease “the Mt. Kisco Theatre”, a movie theater, for
On January 31, 2024, the end of the first two years
of rental period, the landlord agreed to continue to receive $
Total lease expense for the nine months ended May
31, 2025 and May 31, 2024 was $
The following is a schedule of maturities of lease liabilities:
| Twelve months ending May 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| Total future minimum lease payments | |||||
| Less: imputed interest | ( |
) | |||
| Total | $ | ||||
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:
On March 27, 2025, the Company entered
into an agreement to acquire the copyright and broadcast rights of 1,500 series of network TV dramas. The granted broadcast rights are
Mainland China exclusive. As of May 31, 2025, the purchase deposit was $
On April 25, 2025, the Company entered
into an agreement to acquire the copyright and broadcast rights of 195 series of network TV dramas. The granted broadcast rights are Mainland
China exclusive. As of May 31, 2025, the purchase deposit was $
On May 22, 2025, the Company entered
into an agreement to acquire the copyright and broadcast rights of 751 series of network TV dramas. The granted broadcast rights are Mainland
China exclusive. As of May 31, 2025, the purchase deposit was $
| F-16 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 .
For the nine months ended May
31, 2025, Chiyuan Deng has further loaned a total of
for its working capital needs. As of May 31, 2025, the Company has repaid .
The loan is non-interest bearing and due on demand. The Company has recognized an imputed interest at
On March 1, 2025, the Company entered
a line of credit agreement with Anyone Pictures for a total amount of no more than $
Share issuance - related party - Anyone Pictures Limited
On February 21, 2025, the Company
entered into a stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued
shares of the Company’s common stock with a value of per share for a gross proceed of $
On May 15, 2025, the Company entered
into another stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued
shares of the Company’s common stock with a value of per share for a gross proceed of $
Revenue and accounts receivable - related party - Anyone Pictures Limited
During the nine months
ended May 31, 2025, the Company sold the broadcast rights of six movies to Anyone Pictures Limited for total consideration of $
As of May 31, 2025, the Company had
$
| F-17 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 – RELATED PARTY TRANSACTIONS (continued)
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.
Accounts payable and accrued liabilities – related party - Zestv Studios Limited
On November 28, 2023, the Company sold the software-in-progress
of $
On April 1, 2024 and May 9, 2024, Zestv Studios Limited
further loaned a total amount of $
As of May 31, 2025 and August 31, 2024, the Company
had $
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 $
On
February 14, 2025, the Company approved compensation of $
During the nine months
ended May 31, 2025, the Company incurred total compensation of $
| F-18 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 – STOCKHOLDERS’ EQUITY
Common shares
The Company had the following activities for the nine months ended May 31, 2025:
Issuance of common shares
On February 21, 2025, the Company
entered into a stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued
shares of the Company’s common stock with a value of per share for a gross proceed of $
On March 14, 2025, the Company
issued shares of the Company’s common stock valued at market price of per share for a total amount of $
On May 15, 2025, the Company entered
into another stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued
shares of the Company’s common stock with a value of per share for a gross proceed of $
The Company had the following activities for the nine months ended May 31, 2024:
Issuance of restricted common shares
On October 5, 2023, the Board of Directors resolved
to issue shares of the Company’s restricted common stock, par value per share, to Chiyuan Deng, the
Chief Executive Officer, to pay off his accrued executive salaries of $
Conversion of Series C preferred shares to common shares
During the nine months ended May 31, 2024, the Company issued total common shares as the result of the conversion of total Series C preferred shares.
Reverse Stock split
As previously disclosed in the Company’s Form
10-Q for the quarter ended May 31, 2023,
Cancellation of Common shares
On February 5, 2024, the Company’s CEO and director, Mr. Chiyuan Deng, returned shares of common stock to the Company and these shares were subsequently cancelled.
| F-19 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 – STOCKHOLDERS’ EQUITY (continued)
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
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 May 31, 2025, warrants in connection with two equity financings were outstanding, with weighted average remaining life of years.
A summary of the status of the Company’s warrants as of May 31, 2025 and August 31, 2024 is presented below.
| Number of warrants | ||||||||
| Original shares issued | Anti-dilution Adjusted | |||||||
| Warrants as of August 31, 2023 | ||||||||
| Warrants granted during the year | ||||||||
| Warrants as of August 31, 2024 | ||||||||
| Warrants granted during the nine months | ||||||||
| Exercisable as of May 31, 2025 | ||||||||
Preferred shares
The Company had no activities for the nine months ended May 31, 2025
The Company had the following activities for the nine months ended May 31, 2024:
During the nine months ended May 31, 2024, the Company converted a total 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 three months ended February 29, 2024.
| F-20 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10 – INCOME TAXES
The Company and its fully
owned subsidiaries, AB Cinemas NY, Inc and AI+ Hubs Corp, were incorporated in the United States and are subject to a statutory income
tax rate at
As of May 31, 2025 and August 31, 2024, the components of net deferred tax assets, including a valuation allowance, were as follows:
May 31, 2025 | August 31, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carry over | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The valuation allowance
for deferred tax assets was $
Reconciliation between the statutory rate and the effective tax rate is as follows for the nine months ended May 31, 2025 and May 31, 2024:
| Nine months ended | ||||||||
| May 31, | May 31, | |||||||
| 2025 | 2024 | |||||||
| Federal statutory tax rate | % | % | ||||||
| Change in valuation allowance | ( | %) | ( | %) | ||||
| Effective tax rate | % | % | ||||||
During the nine months ended May 31, 2025, the Company and its subsidiaries generated net income. However, due to the fact that the Company had net operating loss carried forward, the Company and its subsidiaries did not incur any income tax for the nine months ended May 31, 2025.
During the nine months ended May 31, 2024, the Company and its subsidiaries generated net losses. As a result, the Company and its subsidiaries did not incur any income tax for the nine months ended May 31, 2024.
| F-21 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11 – CONCENTRATION RISK
Concentration
For the nine months ended May 31,
2025,
For the nine months ended May 31,
2024,
As of May 31, 2025 and August
31, 2024,
Credit risk
Financial instruments that potentially subject the
Company to significant concentrations of credit risk consist primarily of cash. In the US, the insurance coverage of each bank is $
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 a lease agreement to rent movie theatre with third-party vendors as of May 31, 2025. (See Note 6)
| F-22 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 nine months ended May 31, 2025 and May 31, 2024, respectively.
| IP Segment | Cinema Segment | Total | ||||||||||||||||||||||
| Nine months ended | Nine months ended | Nine months ended | ||||||||||||||||||||||
| May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Costs of copyrights sold | ||||||||||||||||||||||||
| Theatre operating costs | ||||||||||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||
| Segment income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||
The following table presents summary information by segment for the three months ended May 31, 2025 and May 31, 2024, respectively.
| IP Segment | Cinema Segment | Total | ||||||||||||||||||||||
| Three months ended | Three months ended | Three months ended | ||||||||||||||||||||||
| May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | May 31, 2025 | May 31, 2024 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Costs of copyrights sold | ||||||||||||||||||||||||
| Theatre operating costs | ||||||||||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||
| Segment income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||
| F-23 |
AB INTERNATIONAL GROUP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 14 – SUBSEQUENT EVENTS
In May 2025, the Company entered into an agreement to acquire a license to intellectual property (IP) of ufilm from AIHUB Releasing, Inc. for total consideration of $2,000,000. The original settlement terms required: $500,000 to be paid in cash within 10 days of the agreement date, and the remaining $1,500,000 to be settled within 10 days following the successful completion of related SaaS system testing.
On June 2, 2025, the parties mutually agreed to amend the terms of the agreement. Under the revised terms, the company fully settled the purchase consideration by transferring its NFT MMM intellectual property, to the AIHUB Releasing, Inc.
On July 12, 2025, the parties mutually further agreed to modify the terms of the agreement. Under the amended terms, the Company agreed to acquire all rights to the ufilm AI IP from AIHUB Releasing, Inc. for a cash consideration of $300,000, replacing the originally agreed transfer of the Company’s NFT MMM IP.
On June 5, 2025, the Board of Directors of the Company approved the granting of discretionary authority to the Board of Directors of the Company, at any time or times for a period of 12 months after the date of the written consent, to adopt an amendment to our articles of incorporation to effect a reverse split of our issued and outstanding common stock, par value $0.001 per share, in a range of not less than 1-for-2,000 and not more than 1-for-20,000.
The Company have analyzed events and transactions that occurred subsequent to May 31, 2025 through the date these financial statements were issued in accordance with ASC 855-10 and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.
| F-24 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Other factors, which could have a material adverse effect on our operations and future prospects on a consolidated basis, include but are not limited to:
§ risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
§ the uncertainty of profitability based upon our history of losses;
§ legislative or regulatory changes;
§ risks related to our operations and uncertainties related to our business plan and business strategy;
§ changes in economic conditions;
§ uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;
§ competition; and
§ cybersecurity concerns.
These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including the risks and uncertainties identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K.
Overview
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 and TV shows.
In addition to licensing and selling rights to movies and TV shows, 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, we announced the first phase development of our video streaming service. The online service will be marketed and distributed internationally under the brand name ABQQ.tv. Our team sources dramas and films to provide video streaming service on ABQQ.tv. Our video streaming website (www.ABQQ.tv) was officially launched on December 29, 2020, and management has been sourcing dramas and films to provide video streaming service on ABQQ.tv. On January 27, 2025, the ABQQ.tv was sold to a third party. Subsequently, the Company transitioned to utilizing a third-party platform for broadcasting its films and TV dramas starting from March 2025.
As of May 31, 2025, we have acquired 19 movie copyrights and broadcast rights, a 75-episode TV drama and sitcom, a 20-episode, a 10-episode and 1,531 series of network TV drama. The purchase and sale of films and TV dramas copyrights continue to be one of the revenue streams for the Company.
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.
| 4 |
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, we incorporated AB Cinemas NY, Inc. in New York, NY, for the purpose of operating the Mt. Kisco Theatre. The theatre started operations in October 2022. We still intend to follow the strategy of having the physical locations for movies and other media. We expect to generate increased revenue from our movie theater business line in the coming years.
On April 27, 2022, we purchased a unique Non-Fungible Token (“NFT”) movie and music marketplace, named the NFT MMM from Stareastnet Portal Limited, an unrelated party, which included 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 access of NFTMM platform and platform data on both our 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, we also charged a one time implementation service and consulting fee of $100,000. Subsequent to the license renewal on November 1, 2023, we 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 agreement was terminated on January 31, 2025. The Company retained the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM”, and the website: stareastnet.io.
On May 5, 2025 (the “Effective Date”), we entered into a Contribution Agreement (the “Contribution Agreement”) with AI+ Hubs Corp, a Delaware corporation (“AI+ Hubs”) and newly formed wholly owned subsidiary. Pursuant to the terms of the Contribution Agreement, the Company contributed to AI+ Hubs the assets and liabilities associated with the following:
1) Intellectual property (IP) of ufilm AI Generated Creation, Productions Synthesis and Release System of Movie, TV series and Short series;
2) copyrights of short series; and
3) 100% interest of the subsidiary, AB Cinemas NY, Inc.
AI+ Hubs accepted the assets and assumed the liabilities, as of the Effective Date. In exchange for the contribution, AI+ Hubs issued to the Company 6,680,500 shares common stock of AI+ Hubs. After the above contribution, AI+ Hubs shall engage in fundraising efforts to obtain approximately $1m in financing from outside sources. As of 31 May, 2025, the company and its subsidiary AI+ Hubs Corp decided not to exercise contribution agreement.
Also on May 5, 2025, the Company entered into an agreement to acquire a license to intellectual property (IP) of ufilm from AIHUB Releasing, Inc. for total consideration of $2,000,000. The original settlement terms required: $500,000 to be paid in cash within 10 days of the agreement date, and the remaining $1,500,000 to be settled within 10 days following the successful completion of related SaaS system testing.
On June 2, 2025, the parties mutually agreed to amend the terms of the agreement. Under the revised terms, the company fully settled the purchase consideration by transferring its NFT MMM intellectual property, to the AIHUB Releasing, Inc.
On July 12, 2025, the parties mutually further agreed to modify the terms of the agreement. Under the amended terms, the Company agreed to acquire all rights to the ufilm AI IP from AIHUB Releasing, Inc. for a cash consideration of $300,000, replacing the originally agreed transfer of the Company’s NFT MMM IP.
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On June 5, 2025, the Board of Directors of the Company approved the granting of discretionary authority to the Board of Directors of the Company, at any time or times for a period of 12 months after the date of the written consent, to adopt an amendment to our articles of incorporation to effect a reverse split of our issued and outstanding common stock, par value $0.001 per share, in a range of not less than 1-for-2,000 and not more than 1-for-20,000.
On June 5, 2025, the Board of Directors of the Company approved to authorize a change in the name of the Company from “AB International Group Corp.” to “AI Era Corp.” The reverse split and name change are subject to review by FINRA and receipt of a market effective date.
The information on or accessible through our websites is not part of and is not incorporated by reference into this Quarterly Report on Form 10-Q, and the inclusion of our website addresses in this Quarterly Report on Form 10-Q is only for reference. We were incorporated under the laws of the State of Nevada on July 29, 2013. Our fiscal year end is August 31.
Results of Operations
Revenues
Our total revenue reported for the three and nine months ended May 31, 2025 was $1,845,189 and $3,530,082, respectively. Our total revenue reported for the three and nine months ended May 31, 2024 was $698,311 and $1,885,311, respectively.
The revenue for the three and nine months ended May 31, 2025, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, movie copyrights sales to the related and third parties, fees charged for embedded marketing service, advertising services as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre and broadcasting revenue. On the other hand, for the three and nine months ended May 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, 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. The increase in revenue was mainly due to the increase in sales of copyrights and broadcast rights and broadcasting revenue during the three and nine months ended May 31, 2025 as compared to the three and nine months ended May 31, 2024.
Operation of our movie theatre started in October of 2022. For the nine months ended May 31, 2025, we generated total revenue of $221,954, including $136,347 from ticket sales, and $63,026 from food and beverage sales and $22,581 from advertisement. For the nine months ended May 31, 2024, we generated total revenue of $267,856, including $182,353 from ticket sales, and $85,503 from food and beverage sales. The decrease in revenue was mainly due to less renowned and popular movies on screen compared to the corresponding period in 2024.
For the three months ended May 31, 2025, we generated total revenue of $59,089, including $30,743 from ticket sales, and $16,389 from food and beverage sales and $11,957 from advertisement. For the three months ended May 31, 2024, we generated total revenue of $68,492, including $47,011 from ticket sales, and $21,481 from food and beverage sales. The decrease in revenue was mainly due to less renowned and popular movies on screen compared to the corresponding period in 2024.
We anticipate an increase in revenue in the future by selling movie and TV drama copyrights and broadcast rights, providing embedded marketing services, broadcasting movies and TV dramas through third-party online platforms and generating movie tickets and related revenues from our Mt. Kisco movie theatre in New York.
Operating Costs and Expenses
Operating costs and expenses were $3,457,876 for the nine months ended May 31, 2025, as compared to $2,266,117 for the nine months ended May 31, 2024. Our operating costs and expenses for the nine months ended May 31, 2025 consisted of theatre operating costs of $118,598, amortization expenses of $849,568, costs of copyrights sold of $1,510,921, general and administrative expenses of $479,789 and related party salary and wages of $499,000. In contrast, our operating costs and expenses for the nine months ended May 31, 2024 consisted of theatre operating costs of $136,397, amortization expenses of $1,441,489, general and administrative expenses of $673,182 and related party salary and wages of $15,049.
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Operating expenses increased to $1,933,965 for the three months ended May 31, 2025 from $562,888 for the three months ended May 31, 2024. Our operating expenses for three months ended May 31, 2025 consisted of theatre operating costs of $25,995, amortization expenses of $594,802, costs of copyrights sold of $780,871, general and administrative expenses of $132,297 and related party salary and wages of $400,000. In contrast, our operating expenses for the three months ended May 31, 2024 consisted of theatre operating costs of $32,316, amortization expenses of $369,006 and general and administrative expenses of $161,566.
We experienced a decrease in theatre operating costs for the nine months ended May 31, 2025 as compared to the nine months ended May 31, 2024. The decrease was 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 theatre operating costs for the three months ended May 31, 2025 as compared to the nine months ended May 31, 2024. The decrease was 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 for the nine months ended May 31, 2025 as compared to the corresponding period in 2024, mainly due to having more fully amortized intangible assets for the nine months ended May 31, 2025.
We experienced an increase in amortization expenses for the three months ended May 31, 2025 as compared to the corresponding period in 2024, mainly due to newly acquired copyrights in the three months ended May 31, 2025.
The costs of copyrights sold for the nine months ended May 31, 2025 represented the remaining costs of the 10 globally exclusive offline copyrights, with the exception of mainland China and 7 Mainland China exclusive broadcast rights when they were sold.
The costs of copyrights sold for the three months ended May 31, 2025 represented the remaining costs of the 8 globally exclusive offline copyrights, with the exception of mainland China and 2 Mainland China exclusive broadcast rights when they were sold.
We experienced a decrease in general and administrative expenses for the nine months ended May 31, 2025 as compared to the corresponding period in 2024, mainly as a result of decreased professional fees, travel expenses, lease expenses, and cleaning expenses for the nine months ended May 31, 2025 in contrast to the corresponding period in 2024.
We experienced a decrease in general and administrative expenses for the three months ended May 31, 2025 as compared to the corresponding period in 2024, mainly as a result of decreased non-related party salaries, lease expenses, and travel expenses for the three months ended May 31, 2025 in contrast to the corresponding period in 2024.
We experienced an increase in related party salary and wages for the nine months ended May 31, 2025 as compared to corresponding period in 2024, mainly due to the one-off compensation of $99,000 and bonus compensation of $400,000 paid by shares to the Chief Executive Officer. During the nine months ended May 31, 2024, the Company incurred total compensation of $15,049 for the Chief Executive Officer.
We experienced an increase in related party salary and wages for the three months ended May 31, 2025 as compared to corresponding period in 2024, mainly due to the bonus compensation of $400,000 paid by shares to the Chief Executive Officer. During the three months ended May 31, 2024, the Company incurred total compensation of $nil for the Chief Executive Officer. This is mainly due to the opt out of salary by the Chief Executive Officer since October 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 2025 at various levels of operation.
Other Expense/ Other Income
We had other expense of $32,555 for the nine months ended May 31, 2025, as compared with other income of $62,521 for the corresponding period in 2024. Our other expense for the nine months ended May 31, 2025 was the net amount of the other income and the interest expense – related parties. Our other income for the corresponding period in 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.
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We had other expense of $36,468 for the three months ended May 31, 2025, as compared with other expense of $2,389 for the corresponding period in 2024. Our other expense for the three months ended May 31, 2025 was the interest expense – related parties. Our other expense for the corresponding period in 2024 was the net amount of the bank interest income, and the interest expense – related party.
Net Loss/ Net Income
We generated net income in the amount of $39,651 for the nine months ended May 31, 2025, as compared with a net loss of $318,285 for corresponding period in 2024.
We incurred net loss in the amount of $125,244 for the three months ended May 31, 2025, as compared with net income of $133,034 for corresponding period in 2024.
Liquidity and Capital Resources
As of May 31, 2025, we had $216,619 in current assets consisting of cash, prepaid expenses and accounts receivable. Our total current liabilities as of May 31, 2025 were $3,716,924. As a result, we have a working capital deficit of $3,500,305 as of May 31, 2025 as compared with working capital deficit of $160,617 as of August 31, 2024.
Operating activities used $3,876,764 in cash for the nine months ended May 31, 2025, as compared with $124,938 provided in cash for the nine months ended May 31, 2024.
Our negative operating cash flow for the nine months ended May 31, 2025 was mainly the result of the cash used in the purchase of movie and TV series broadcast right and copyright and purchase deposit and the decrease in deferred revenue, offset by net income combined with the amortization of intangible assets, sales of copyrights and decrease in accounts receivable.
Our positive operating cash flow for the nine months ended May 31, 2024 was mainly the result of net loss combined with cash used in the purchase of movie and TV series broadcast right and copyright and the increase in accounts receivable, offset by the amortization of intangible assets, and the increase in deferred revenue and accounts payable and accrued liabilities.
Investing activities was $Nil for the nine months ended May 31, 2025 and May 31, 2024.
Financing activities provided $3,907,850 for the nine months ended May 31, 2025, as compared with $76,606 used in financing activities for the nine months ended May 31, 2024. Our positive financing cash flow for the nine months ended May 31, 2025 was due to the proceeds from share issuance and the net proceeds from related party loans. Our negative financing cash flow for the nine months ended May 31, 2024 was due to the settlement of loans due to a related party.
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 May 31, 2025, the Company had an accumulated deficit of approximately $11.8 million and a working capital deficit of approximately $3.9 million. For the nine months ended May 31, 2025, the Company had the net cash used in operating activities was approximately $3.8 million. 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.
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.
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.
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Off Balance Sheet Arrangements
As of May 31, 2025, 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.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. For a full description of our critical accounting policies, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Form 10-K. While there have been no material changes to our critical accounting policies, or the methodologies or assumptions we apply under them, we continue to monitor such methodologies and assumptions.
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 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of May 31, 2025, our disclosure controls and procedures were not effective: (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.
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Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending August 31, 2026: (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 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended May 31, 2025, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance 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 can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon 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. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material 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 1A: Risk Factors
Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended August 31, 2024, filed with the SEC on November 26, 2024. The risks described may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 21, 2025, the Company entered into a stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued 2,000,000,000 shares of the Company’s common stock with a value of $0.00015 per share for a gross proceed of $300,000.
On March 14, 2025, the Company issued 2,000,000,000 shares of the Company’s common stock valued at market price of $0.0002 per share for a total amount of $400,000 to Chiyuan Deng.
On May 15, 2025, the Company entered into another stock purchase agreement with Anyone Pictures Limited. Under the terms of this agreement, the Company issued 1,750,000,000 shares of the Company’s common stock with a value of $0.0002 per share for a gross proceed of $350,000.
These securities were issued pursuant to Section 4(a)(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 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None
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Item 6. Exhibits
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| Exhibit Number |
Description of Exhibit
|
| 31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101** | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2025 formatted in Extensible Business Reporting Language (XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on the dates below on its behalf by the undersigned thereunto duly authorized.
| AB INTERNATIONAL GROUP CORP. |
| By: | /s/ Chiyuan Deng |
| Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director | |
| July 15, 2025 |
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