UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
AB International Group Corp.
(Name of Registrant as Specified In Its Charter)
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AB International Group Corp.
48 Wall Street, Suite 1009
New York, NY 10005
Tel. (212) 918-4519
NOTICE OF ACTION BY WRITTEN CONSENT OF HOLDERS
OF
A MAJORITY OF THE OUTSTANDING VOTING STOCK OF AB
International Group Corp.
September __, 2022
Dear AB International Group Corp. Stockholder:
The enclosed Information Statement
is being distributed to the holders of record of common stock, par value $0.001 per share (“Common Stock”), of AB
International Group Corp., a Nevada corporation (the “Company” or “we”), as of the close of business
on August 26, 2022 (the “Record Date”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of the enclosed Information Statement is to inform our stockholders of action taken by written consent by
the holders of a majority of our outstanding voting stock. The enclosed Information Statement shall be considered the notice required
under Section 78.370 of the Nevada Revised Statues.
The following action was authorized
by written consent of a majority of our outstanding voting stock (the “Written Consent”):
|
§ |
Approval
of an amendment to the Company’s Articles of Incorporation (the “Amendment”) to increase the total number
of authorized shares of our Common Stock from one billion (1,000,000,000) shares to ten billion (10,000,000,000) shares. |
The Written Consent constitutes
the only stockholder approval required under the Nevada Revised Statues, our Articles of Incorporation and Bylaws to approve the Amendment.
Our Board of Directors is not soliciting your consent or your proxy in connection with this action, and no consents or proxies are being
requested from stockholders. The Amendment, as approved by the Written Consents, will not become effective until 20 calendar days after
the enclosed Information Statement is first mailed or otherwise delivered to our stockholders entitled to receive notice thereof.
THIS IS NOT A NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING
FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE
ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
By order of the Board of Directors
/s/ Chiyuan Deng
Chiyuan Deng
Chief Executive Officer
AB International Group Corp.
48 Wall Street, Suite 1009
New York, NY 10005
Tel. (212) 918-4519
_____________________________________________________________________________________________
INFORMATION STATEMENT
_____________________________________________________________________________________________
WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INTRODUCTION
This Information Statement advises
stockholders of the approval by the Company’s Board of Directors, and by Written Consent of the holders a majority of the
Company’s voting stock of an Amendment to:
| § | Approval
of an amendment to the Company’s Articles of Incorporation (the “Amendment”)
to increase the total number of authorized shares of our Common Stock from one billion (1,000,000,000)
shares to ten billion (10,000,000,000) shares. |
A copy of the Amendment is attached
to this Information Statement as Exhibit A.
The above corporate actions will
become effective upon the filing of the Amendment with the Secretary of State of Nevada, which filing will occur no less than 20 days
after the date of the mailing of this Information Statement to our stockholders.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE
MAJORITY STOCKHOLDERS
Under the Nevada Revised
Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number of votes
necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to
such action in writing. Accordingly, approval of the Amendment required the affirmative vote or written consent of a majority of the
issued and outstanding shares of the Company’s Common Stock.
As of August 26, 2022,
the record date for the determination of stockholders entitled to notice of the approval of the Amendment and to receive a copy of this
Information Statement (the “Record Date”), we had were authorized to issue up to 1,000,000,000 shares of common stock, of
which there were 384,773,694 shares issued and outstanding as of August 26, 2022. In addition, our articles of incorporation authorizes
the issuance of up to 10,000,000 shares of preferred stock, the rights, preferences, designations and limitations of which may be set
by the Board of Directors. We have designated and authorized, one 100,000 share of Series A Preferred Stock, 20,000 shares of Series
B Convertible Preferred Stock, 1,000,000 shares of Series C Preferred Stock, and 5,075 shares of Series D Preferred Stock. As of August
26, 2022, there were issued and outstanding (i) 100,000 shares of our Series A Preferred Stock, (ii) 20,000 shares of our Series B Preferred
Stock, (iii) 365,349 shares of our Series C Preferred Stock, and (iv) 0 shares of our Series D Convertible Preferred Stock.
The holders of the outstanding
Series A Preferred Stock have the right to vote on all shareholder matters equal to fifty-one (51%) percent of the total vote.
Our Board of Directors
unanimously adopted resolutions approving the Amendment, subject to stockholder approval, by unanimous written consent on August
26, 2022, and, on August 26, 2022 we received the Written Consent from holders of 100,000 shares of Series A Preferred Stock,
or approximately 51% of our outstanding voting class, approving the Amendment. The 100,000 shares of Series A Preferred Stock are held
by our CEO, Chiyuan Deng.
Accordingly, we have obtained
all necessary corporate approval in connection with the Amendment. We are not seeking written consent from any other stockholder, and
the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement.
This Information Statement is furnished solely for the purposes of advising stockholders of the action approved by written consent and
giving stockholders notice of the Amendment as required by the Nevada Revised Statutes and the Exchange Act.
As the Amendment was approved
by written consent of the holder a majority of the Company’s voting stock, there will be no stockholders’ meeting, and representatives
of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make
a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders.
We will, following the
expiration of the 20-day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the
Amendment with the Nevada Secretary of State’s Office. The Amendment will become effective upon such filing and we anticipate that
such filing will occur approximately 20 days after this Information Statement is first mailed to our stockholders.
AMENDMENT TO OUR ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED COMMON STOCK
Purpose of and Rationale for the Amendment
We are currently authorized to
issue a total of one billion (1,000,000,000) shares of Common Stock. Of this amount, 384,773,694
shares of Common Stock were outstanding as of August 26, 2022.
We are also required
to reserve sufficient shares of Common Stock for issuance upon conversion or exercise of our outstanding convertible debt and preferred
securities. We have reserved with our transfer agent 497,799,999 shares of Common Stock
for these conversions. As such, we would need 100,000,000 additional authorized shares
of Common Stock available for the conversion of the debt and preferred stock not already covered by the reservations.
Our Board of Directors has determined
that it is in our best interest to increase the number of authorized shares of Common Stock to cover the aforementioned conversions.
In addition, the Board of Directors believes that the Amendment will provide us with greater flexibility by increasing our authorized
capital to allow us to issue additional shares of Common Stock as the Board of Directors deems necessary or advisable. While we have
no current plans to issue shares of our Common Stock, aside from the debt conversions, we feel it appropriate to increase our authorized
number of Common Stock in the event we encounter a potential financing transaction that requires the issuance of shares.
As a result, our current
authorized shares of 1,000,000,000 is insufficient to cover the estimated 597,799,999
shares of Common Stock necessary for issuance upon exercise or conversion of our convertible debt and preferred stock and to plan
for future financings. Consequently, the Amendment to increase our authorized shares of
Common Stock is necessary in order to validly issue shares of common stock upon the conversion or exercise of these securities.
In addition, the Amendment
to increase our authorized Common Stock will provide us with additional authorized but unissued shares for general corporate purposes,
including raising additional capital through equity and/or convertible debt financings. However, aside from the shares of Common Stock
that we are required to be made available upon the exercise or conversion of the above-mentioned outstanding convertible debt, we have
no present plans, arrangements, understandings or obligations to issue any of the newly authorized shares.
The Board of Directors believes
that an increase in the total number of shares of authorized Common Stock will give us greater flexibility in responding quickly to advantageous
financing and business opportunities that involve the direct or indirect issuance of additional shares of common stock and attracting
and retaining key personnel through the issuance of stock incentive awards. The Amendment to increase our authorized Common Stock will
not have any immediate effect on the rights of existing stockholders. However, our Board of Directors will have the authority to issue
authorized common stock or other securities convertible into or exercisable or exchangeable for common stock without requiring future
stockholder approval of such issuances, except as may be required by our Articles of Incorporation or applicable law. To the extent that
additional authorized shares are issued in the future, they may decrease the existing stockholders’ percentage equity ownership
and, depending on the price at which they are issued, could be dilutive to the existing stockholders. The increase in the authorized
number of shares of Common Stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change
in control of our company without further action by our stockholders. Shares of authorized and unissued Common Stock could, within the
limits imposed by applicable law, be issued in one or more transactions which would make a change in control of our company more difficult,
and therefore less likely. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value
per share of outstanding shares of Common Stock and such additional shares could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of our company. The Board of Directors is not currently aware of any attempt to take over or acquire
our company. While it may be deemed to have potential anti-takeover effects, the amendment is not prompted by any specific effort or
takeover threat currently perceived by management.
One of the effects of the increase
in authorized share capital, if adopted, however, may be to enable the Board to render it more difficult to or discourage an attempt
to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of
present management. The Board would, unless prohibited by applicable law, have additional shares of Common Stock available to effect
transactions (including private placements) in which the number of the Company's outstanding shares would be increased and would thereby
dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of
the Company, which the stockholders of the Company might view as desirable.
Effect on Outstanding Common Stock
The additional shares of Common
Stock authorized by the Amendment will have the same privileges as the shares of Common Stock currently authorized and issued. Stockholders
do not have preemptive rights under our Articles of Incorporation and will not have such rights with respect to the additional authorized
shares of Common Stock. The increase in authorized shares would not affect the terms or rights of holders of existing shares of Common
Stock. All outstanding shares of Common Stock will continue to have one vote per share on all matters to be voted on by our stockholders,
including the election of directors.
The issuance of any additional
shares of Common Stock may, depending on the circumstances under which those shares are issued, reduce stockholders’ equity per
share and, unless additional shares are issued to all stockholders on a pro rata basis, will reduce the percentage ownership of Common
Stock of existing stockholders. In addition, if our Board of Directors elects to issue additional shares of Common Stock, such issuance
could have a dilutive effect on the earnings per share, voting power and shareholdings of current stockholders. We expect, however, to
receive consideration for any additional shares of Common Stock issued, thereby reducing or eliminating any adverse economic effect to
each stockholder of such dilution.
The Amendment will not otherwise
alter or modify the rights, preferences, privileges or restrictions of the Common Stock.
Interests of Certain Persons in the Action
Aside from the noteholders that
may convert their debt into Common Stock, we do not believe that there are stockholders with interests in the Amendment that are different
from or greater than those of any other of our stockholders.
Anti-Takeover Effects
Although the Amendment is not
motivated by anti-takeover concerns and is not considered by our Board of Directors to be an anti-takeover measure, the availability
of additional authorized shares of Common Stock could enable the Board of Directors to issue shares defensively in response to a takeover
attempt or to make an attempt to gain control of the Company more difficult or time-consuming. For example, shares of Common Stock could
be issued to purchasers who might side with management in opposing a takeover bid that the Board of Directors determines is not in our
best interests, thus diluting the ownership and voting rights of the person seeking to obtain control of the Company. In certain circumstances,
the issuance of Common Stock without further action by the stockholders may have the effect of delaying or preventing a change in control
of the Company, may discourage bids for our Common Stock at a premium over the prevailing market price and may adversely affect the market
price of our Common Stock. As a result, increasing the authorized number of shares of our Common Stock could render more difficult and
less likely a hostile takeover, tender offer or proxy contest, assumption of control by a holder of a large block of our stock, and the
possible removal of our incumbent management. We are not aware of any proposed attempt to take over the Company or of any present attempt
to acquire a large block of our Common Stock.
DISSENTER’S RIGHTS
Under the Nevada Revised Statutes,
holders of our capital stock are not entitled to dissenter’s rights of appraisal with respect to a proposed amendment to our Articles
of Incorporation, or to the adoption of the Amendment.
DISTRIBUTION AND COSTS
We will pay the cost of preparing,
printing and distributing this Information Statement. Only one Information Statement will be delivered to multiple stockholders sharing
an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request at the
address noted above, we will deliver a single copy of this Information Statement and future stockholder communication documents to any
stockholders sharing an address to which multiple copies are now delivered.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets
forth, as of August 26, 2022 information as to shares of our common stock owned by (i) each person known by us to beneficially own more
than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:
Name
and Address of
Beneficial Owner |
|
Common
Stock |
|
|
Series
A
Preferred Stock |
Series
B
Preferred Stock |
|
|
Number
of Shares Owned |
|
|
Percent
of Class(1)(2) |
|
|
Number
of Shares Owned |
|
|
Percent
of Class(1)(2) |
Number
of Shares Owned |
Percent
of Class(1)(2) |
Chiyuan Deng(3) |
|
|
36,312,733 |
|
|
|
9.1% |
|
|
|
100,000 |
|
|
|
100% |
20,000 |
100% |
Jianli Deng |
|
|
269,444 |
|
|
|
* |
|
|
|
— |
|
|
|
— |
— |
— |
Jimmy Chue |
|
|
5,500,000 |
|
|
|
1.5% |
|
|
|
— |
|
|
|
— |
— |
— |
Ho Fai Lam |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group (5
persons) |
|
|
42,082,177 |
|
|
|
10.6% |
|
|
|
100,000 |
|
|
|
100% |
20,000 |
100% |
5% Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
— |
— |
* Less than 1%
|
(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 384,773,694 shares of common issued and outstanding, 100,000 shares
of Series A Preferred Stock, and 20,000 shares of Series B Preferred Stock as of August 26, 2022. |
|
(3) |
Includes 100,000 shares that may
be converted of the 100,000 shares of Series A Preferred Stock and 20,000,000 shares that may be converted of the 20,000 shares of
Series B Preferred Stock. |
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
We will only deliver one information
statement to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders.
Also, we will promptly deliver a separate copy of this information statement and future stockholder communication documents to any stockholder
at a shared address to which a single copy of this information statement was delivered, or deliver a single copy of this information
statement and future stockholder communication documents to any stockholder or stockholders sharing an address to which multiple copies
are now delivered, upon written request to us at our address noted above. Stockholders may also address future requests regarding delivery
of information statements and/or annual reports by contacting us at the address noted above.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and
special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the
SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain
information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site
that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC.
The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified
above.
By
Order of the Board of Directors
September __, 2022
/s/
Chiyuan Deng |
|
Chiyuan
Deng |
|
Chief
Executive Officer |
|
Exhibit A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AB International Group Corp.
AB
International Group Corp., a Nevada corporation (the "Corporation"), does hereby certify that:
FIRST:
This Certificate of Amendment amends the provisions of the Corporation's Articles of Incorporation (the "Articles of Incorporation").
SECOND:
The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada Revised
Statutes and shall become effective immediately upon filing this Certificate of Amendment.
THIRD:
Article III section 1. of the Articles of Incorporation is hereby amended in its entirety and replaced with the following:
ARTICLE VIII
CAPITAL STOCK
Section 1. Authorized Shares.
The aggregate number of shares which the Corporation shall have authority to issue is three hundred and ten billion ten million (10,010,000,000)
shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all
of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority
to issue is ten billion (10,000,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority
to issue is one million ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately
designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences,
limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions
thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this
Article III.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this
__th day of September __, 2022
|
|
|
By: |
|
/s/ Chiyuan Deng |
Name: |
|
Chiyuan Deng |
Title: |
|
Chief Executive Officer |
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