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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
☒ |
Quarterly Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly
period ended November 30, 2024
|
☐ |
Transition Report pursuant to 13 or
15(d) of the Securities Exchange Act of 1934
|
|
For the transition
period from __________ to__________
|
|
Commission
File Number: 000-55979 |
AB
International Group Corp.
(Exact name of registrant
as specified in its charter)
Nevada |
37-1740351 |
(State or other
jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.) |
144
Main Street,
Mt.
Kisco, NY
10549 |
(Address of principal
executive offices)
|
(914)
202-3108 |
(Registrant’s
telephone number) |
_______________________________________________________ |
(Former
name, former address and former fiscal year, if changed since last report) |
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] Yes [
] No
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] Yes [
] No
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 |
☒ Non-accelerated
Filer |
☒
Smaller reporting company |
|
☐
Emerging growth company |
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] No
State
the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: 2,281,266,321
common shares as of January
13, 2025.
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 November 30, 2024 and August 31, 2024 (unaudited); |
F-2 |
Consolidated Statements of Operations
for the three months ended November 30, 2024 and 2023 (unaudited); |
F-3 |
Consolidated Statements of Changes in
Stockholders’ Equity for the three months ended November 30, 2024 and 2023 (unaudited); |
F-4 |
Consolidated Statements of Cash Flows
for the three months ended November 30, 2024 and 2023 (unaudited); and |
F-5 |
Notes to Consolidated Financial Statements
(unaudited) |
AB INTERNATIONAL
GROUP CORP.
Consolidated Balance
Sheets
(Unaudited)
| |
November
30, | |
August
31, |
| |
2024 | |
2024 |
| |
| |
|
ASSETS | |
| | | |
| | |
Current
Assets | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 266,726 | | |
$ | 64,430 | |
Accounts
receivable | |
| 226,211 | | |
| 624,572 | |
Total
Current Assets | |
| 492,937 | | |
| 689,002 | |
| |
| | | |
| | |
Property
and equipment, net | |
| 3,898 | | |
| 4,375 | |
Right
of use operating lease assets, net | |
| 443,799 | | |
| 494,506 | |
Intangible
assets, net | |
| 296,318 | | |
| 370,924 | |
Purchase
deposits for intangible assets, non-current | |
| 940,123 | | |
| 745,123 | |
Security
deposit | |
| 45,240 | | |
| 45,240 | |
TOTAL
ASSETS | |
$ | 2,222,315 | | |
$ | 2,349,170 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current
Liabilities | |
| | | |
| | |
Accounts
payable and accrued liabilities | |
$ | 51,609 | | |
$ | 30,945 | |
Loan
from related party | |
| 154,361 | | |
| 193,174 | |
Current
portion of obligations under operating leases | |
| 248,871 | | |
| 247,266 | |
Deferred
revenue | |
| 57,000 | | |
| 57,000 | |
Total
Current Liabilities | |
| 511,841 | | |
| 528,385 | |
| |
| | | |
| | |
Obligations
under operating leases, non-current | |
| 298,310 | | |
| 360,883 | |
Total
Liabilities | |
| 810,151 | | |
| 889,268 | |
| |
| | | |
| | |
Stockholders’
Equity | |
| | | |
| | |
Preferred
stock, $0.001 par
value, 10,000,000 preferred
shares authorized; | |
| | | |
| | |
Series
A preferred stock, 100,000
and 100,000 shares
issued and outstanding, as of November 30, 2024 and August 31, 2024, respectively | |
| 100 | | |
| 100 | |
Common
stock, $0.001 par
value, 10,000,000,000 shares
authorized; 2,281,266,321 and 2,281,266,321
shares issued and outstanding,
as of November 30, 2024 and August 31, 2024, respectively | |
| 2,281,266 | | |
| 2,281,266 | |
Additional
paid-in capital | |
| 11,026,501 | | |
| 11,024,203 | |
Accumulated
deficit | |
| (11,895,703 | ) | |
| (11,845,667 | ) |
Total
Stockholders’ Equity | |
| 1,412,164 | | |
| 1,459,902 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 2,222,315 | | |
$ | 2,349,170 | |
The accompanying notes
are an integral part of these financial statements.
AB INTERNATIONAL GROUP
CORP.
Consolidated Statements
of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
Three
Months Ended |
| |
November
30, |
| |
2024 | |
2023 |
| |
| |
|
REVENUE | |
| | | |
| | |
License | |
$ | 171,000 | | |
$ | 57,000 | |
Copyrights
sales | |
| 377,200 | | |
| 657,288 | |
Theatre
admissions, advertising and food and beverage sales | |
| 78,150 | | |
| 87,459 | |
Total
revenue | |
| 626,350 | | |
| 801,747 | |
| |
| | | |
| | |
OPERATING
COSTS AND EXPENSES | |
| | | |
| | |
Amortization
expenses | |
| (154,722 | ) | |
| (511,809 | ) |
Costs
of copyrights sold | |
| (279,884 | ) | |
| — | |
Theatre
operating costs | |
| (44,960 | ) | |
| (41,355 | ) |
General
and administrative expenses | |
| (199,525 | ) | |
| (261,692 | ) |
Related
party salary and wages | |
| — | | |
| (15,049 | ) |
Total
Operating Costs And Expenses | |
| (679,091 | ) | |
| (829,905 | ) |
| |
| | | |
| | |
Loss
From Operations | |
| (52,741 | ) | |
| (28,158 | ) |
| |
| | | |
| | |
OTHER
INCOME | |
| | | |
| | |
Interest
income | |
| — | | |
| 637 | |
Interest
expense – related party | |
| (2,298 | ) | |
| (13,879 | ) |
Other
income | |
| 5,003 | | |
| 85,000 | |
Total
Other Income | |
| 2,705 | | |
| 71,758 | |
| |
| | | |
| | |
| |
| | | |
| | |
Income
tax benefit | |
| — | | |
| — | |
NET
(LOSS) INCOME | |
$ | (50,036 | ) | |
$ | 43,600 | |
| |
| | | |
| | |
NET
(LOSS) INCOME PER SHARE: BASIC | |
$ | 0.00 | | |
$ | 0.00 | |
NET
(LOSS) INCOME PER SHARE: DILUTED | |
$ | 0.00 | | |
$ | 0.00 | |
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | |
| 2,281,266,321 | | |
| 1,988,356,325 | |
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | |
| 2,281,266,321 | | |
| 2,008,456,325 | |
The
accompanying notes are an integral part of these financial statements.
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
- August 31, 2023 | |
| 1,285,283,385 | | |
$ | 1,285,283 | | |
| 294,421 | | |
$ | 295 | | |
$ | 11,993,408 | | |
$ | (12,387,998 | ) |
|
$ | 890,988 | |
Issuance
of restricted common shares to officer for service | |
| 225,000,000 | | |
| 225,000 | | |
| — | | |
| — | | |
| (180,000 | ) | |
| — | |
|
| 45,000 | |
Preferred
shares series C converted into common shares | |
| 1,056,681,936 | | |
| 1,056,682 | | |
| (174,421 | ) | |
| (175 | ) | |
| (1,056,507 | ) | |
| — | |
|
| — | |
Imputed
Interest | |
| — | | |
| — | | |
| — | | |
| — | | |
| 13,879 | | |
| — | |
|
| 13,879 | |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 43,600 | |
|
| 43,600 | |
Balance
– November 30, 2023 | |
| 2,566,965,321 | | |
$ | 2,566,965 | | |
| 120,000 | | |
$ | 120 | | |
$ | 10,770,780 | | |
$ | (12,344,398 | ) |
|
$ | 993,467 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
– August 31, 2024 | |
| 2,281,266,321 | | |
$ | 2,281,266 | | |
| 100,000 | | |
$ | 100 | | |
$ | 11,024,203 | | |
$ | (11,845,667 | ) | |
$ | 1,459,902 | |
Imputed
Interest | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,298 | | |
| — | | |
| 2,298 | |
Net
loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (50,036 | ) | |
| (50,036 | ) |
Balance
– November 30, 2024 | |
| 2,281,266,321 | | |
$ | 2,281,266 | | |
| 100,000 | | |
$ | 100 | | |
$ | 11,026,501 | | |
$ | (11,895,703 | ) | |
$ | 1,412,164 | |
The accompanying
notes are an integral part of these financial statements.
AB INTERNATIONAL GROUP
CORP.
Consolidated Statements
of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
Three
Months Ended |
| |
November
30, |
| |
2024 | |
2023 |
| |
| |
|
CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net
(loss) income | |
$ | (50,036 | ) | |
$ | 43,600 | |
Adjustments
to reconcile net income to net cash generated from operating activities: | |
| | | |
| | |
Depreciation
of fixed asset | |
| 477 | | |
| 1,108 | |
Amortization
of intangible asset | |
| 154,722 | | |
| 511,809 | |
Gain
from sales of software in progress | |
| — | | |
| (85,000 | ) |
Costs
of copyrights sold | |
| 279,884 | | |
| — | |
Imputed
interest on officer loan | |
| 2,298 | | |
| 13,879 | |
Non-cash
lease expense | |
| (10,261 | ) | |
| 8,584 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| 398,361 | | |
| (57,000 | ) |
Rent
security & electricity deposit | |
| — | | |
| (766 | ) |
Purchase
deposits paid | |
| (195,000 | ) | |
| — | |
Purchase
of movie and TV series broadcast right and copyright | |
| (360,000 | ) | |
| (695,789 | ) |
Accounts
payable and accrued liabilities | |
| 20,664 | | |
| 223,585 | |
Net
cash provided by (used in) operating activities | |
| 241,109 | | |
| (35,990 | ) |
| |
| | | |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
(Repayment
to) loan from related party | |
| (38,813 | ) | |
| 179,981 | |
Net
cash (used in) provided by financing activities | |
| (38,813 | ) | |
| 179,981 | |
| |
| | | |
| | |
Net
increase in cash and cash equivalents | |
| 202,296 | | |
| 143,991 | |
Cash
and cash equivalents – beginning of period | |
| 64,430 | | |
| 117,096 | |
Cash
and cash equivalents – end of period | |
$ | 266,726 | | |
$ | 261,087 | |
| |
| | | |
| | |
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 | |
$ | — | | |
$ | 45,000 | |
Net
off purchase deposit with loan from related parties for sales of software | |
$ | — | | |
$ | 300,000 | |
The accompanying notes
are an integral part of these consolidated financial statements.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 – BASIS OF PRESENTATION
The
accompanying unaudited consolidated financial statements of AB International Group Corp. (the “Company”) 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, is 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 months ended November 30, 2024 and 2023, 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 months ended November 30, 2024 and 2023 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 subsidiary App Board Limited and
AB Cinemas NY, Inc. 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 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. No
allowance was recorded for the
three months ended November 30, 2024 and 2023, respectively.
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 months ended November 30, 2024 and 2023, respectively.
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 |
|
7 years |
Appliances |
|
5 years |
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: straight-line
method over the estimated life of the asset, which
has been determined by management to be 2
years |
|
• |
NFT MMM platform:
straight-line
method over the estimated life of the asset,
which has been determined by management to be 2
years |
Amortized
costs of the intangible asset are recorded as amortization expenses in the consolidated statements of operations.
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 no impairment loss during
the three months ended November 30, 2024 and 2023, respectively.
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 six 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) advertising services in movie
theatre.
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 a 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 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 advertisement into movies and TV series. The
Company recognizes revenue when the advertisement is added to the movies and TV series.
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.
Contract
Assets and Liabilities
Payment
terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit
quality. Contact assets are recognized 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.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue
Recognition (continued)
Contract
Assets and Liabilities (continued)
As
of November 30, 2024 and August 31, 2024, other than deferred revenue and accounts receivable, the Company had no
material contract assets, contract
liabilities or deferred contract costs recorded on its consolidated balance sheets.
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 months ended November 30, 2024 and 2023, respectively:
|
|
|
|
|
|
|
|
|
| |
Three
months ended |
| |
November
30, 2024 | |
November
30, 2023 |
Copyrights
sales | |
$ | 283,000 | | |
$ | 531,800 | |
Embedded
marketing service | |
| 94,200 | | |
| 125,488 | |
NFT
licenses | |
| 171,000 | | |
| 57,000 | |
Theatre
admissions | |
| 49,501 | | |
| 57,824 | |
Food
and beverage sales | |
| 23,934 | | |
| 29,635 | |
Advertisement | |
| 4,715 | | |
| — | |
Total
revenue | |
$ | 626,350 | | |
$ | 801,747 | |
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.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair
Value of Financial Instruments (continued)
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.
No
liabilities measured at fair value on
a recurring basis as of November 30, 2024 and August 31, 2024.
Basic
and Diluted Earnings (Loss) Per Share
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 November 30, 2024, the total number of
warrants outstanding was 1,993,304,434
(See Note 9). No warrants were included
in the diluted earnings per share as they would be anti-dilutive. No preferred stocks were included in the diluted earnings per share
as they would be anti-dilutive.
Reclassification
Certain
prior period amounts have been reclassified 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.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 November 30,
2024, the Company had an accumulated deficit of approximately $12
million and a working capital deficit of $18,904.
For the three months ended November 30, 2024, the Company incurred a net loss of $50,036.
These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated
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 provide the opportunity for the
Company to continue as a going concern.
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 $477 and $1,108
for the three months ended November
30, 2024 and 2023, respectively.
As
of November 30, 2024 and August 31, 2024, the balance of property and equipment was as follows:
| |
November
30, 2024 | |
August
31, 2024 |
Leasehold
improvement | |
$ | 146,304 | | |
$ | 146,304 | |
Appliances
and furniture | |
| 25,974 | | |
| 25,974 | |
Total
cost | |
| 172,278 | | |
| 172,278 | |
Accumulated
depreciation | |
| (168,380 | ) | |
| (167,903 | ) |
Property
and equipment, net | |
$ | 3,898 | | |
$ | 4,375 | |
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
5 – INTANGIBLE ASSETS
As
of November 30, 2024 and August 31, 2024, the balance of intangible assets was as follows:
| |
November
30, 2024 | |
August
31, 2024 |
Movie copyrights -
Love over the world | |
$ | 853,333 | | |
$ | 853,333 | |
Sitcom copyrights - Chujian | |
| 640,000 | | |
| 640,000 | |
Movie copyrights - A story as a
picture | |
| 422,400 | | |
| 422,400 | |
Movie copyrights - Our treasures | |
| 936,960 | | |
| 936,960 | |
Movie broadcast right- On the way | |
| 256,000 | | |
| 256,000 | |
Movie copyrights - Too simple | |
| 1,271,265 | | |
| 1,271,265 | |
Movie copyrights - Confusion | |
| 1,024,000 | | |
| 1,024,000 | |
Movie
copyrights - Amazing Data | |
| 300,000 | | |
| 300,000 | |
Movie
copyrights - Nice to meet you | |
| 300,000 | | |
| 300,000 | |
Movie
copyrights – 6 movies | |
| 485,590 | | |
| 506,533 | |
TV
drama copyright - 20 episodes | |
| 295,000 | | |
| 295,000 | |
Movie
broadcast rights – 59 movies | |
| 2,439,840 | | |
| 2,439,840 | |
Movie
copyrights – Amazing data 2 | |
| 90,000 | | |
| — | |
NFT
MMM platform | |
| 280,000 | | |
| 280,000 | |
Total
cost | |
| 9,594,388 | | |
| 9,525,331 | |
Accumulated
amortization | |
| (9,298,070 | ) | |
| (9,154,407 | ) |
Intangible
assets, net | |
$ | 296,318 | | |
$ | 370,924 | |
The
amortization expense for the three months ended November 30, 2024 and 2023 was $154,722
and $511,809,
respectively. Estimated future amortization expense is as follows:
Twelve
months ending November 30, |
|
Amortization
expense |
2025 |
|
|
$ |
256,373 |
|
2026 |
|
|
|
39,945 |
|
Total |
|
|
$ |
296,318 |
|
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 $60,000.
Subsequent to the license renewal on November 1, 2023, the Company would continue licensing the NFT MMM platform to the same third party
from November 1, 2023 until October 31, 2025 for a monthly license fee of $57,000.
The Company remains the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and
the website: starestnet.io. For the three months ended November 30, 2024 and 2023, the Company recognized license revenue
of $171,000
and $57,000,
respectively.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
5 – INTANGIBLE ASSETS (continued)
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 $104,714.
These copyrights allow the Company to transfer these movies to other parties outside the mainland China. On November 27, 2023, the Company
further acquired mainland China copyrights of these 4 movies from All In One Media Ltd. at price of $378,513.
On
September 30, 2023, the Company entered into another agreement with All In One Media Ltd to acquire the copy rights and broadcast rights
for 2 movies for a price of $212,562.
These copyrights allow the Company to broadcast these movies globally.
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 $180,000
and the offline broadcast rights
of another movie for a price of $211,800.
The granted broadcast rights are globally exclusive, with the exception of Mainland China.
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 $140,000.
The granted broadcast rights are globally exclusive, with the exception of Mainland China.
On September 30, 2024,
the Company entered into an agreement with Capitalive Holdings Limited to sell the offline broadcast rights of 2 movies for $55,000.
The granted offline broadcast rights are globally exclusive, with the exception of Mainland China.
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 $360,000. These copyrights allow the Company to broadcast these movies globally.
On October 21, 2024, the Company entered into an
agreement with Anyone Pictures Limited to sell the broadcast rights of the movie for $228,000. The granted broadcast rights are Mainland
China exclusive.
NOTE
6 – LEASES
In
September 2023, the Company entered into a one month lease with a third party
for an office space in Hong Kong, incurring a monthly rent of $766.
The lease was ceased as of November
30, 2023.
On
October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five
years plus the free rent period
which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total
monthly rent is $14,366
for the first two years, and $20,648
for the third year including real
estate related taxes and landlord’s insurance.
On
January 31, 2024, the end of the first two years of rental period, the landlord agreed to continue to receive $14,366
from February to November 2024.
The reduced rental payments are accounted for as a rent concession and recognized in general and administrative expenses.
Total
lease expense for the three months ended November 30, 2024 and 2023 was $32,839
and $52,449,
respectively. All leases are on a fixed payment basis. The Company’s lease agreements do not contain any material residual value
guarantees or material restrictive covenants.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
6 – LEASES (continued)
The
following is a schedule of maturities of lease liabilities:
Twelve months ending November
30, |
|
|
2025 |
|
|
$ |
251,748 |
|
2026 |
|
|
|
256,642 |
|
2027 |
|
|
|
42,910 |
|
Total future minimum lease payments |
|
|
|
551,300 |
|
Less: imputed interest |
|
|
|
(4,119 |
) |
Total |
|
|
$ |
547,181 |
|
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:
| |
November
30, 2024 | |
August
31, 2024 |
| |
| |
|
Purchase
deposit for copyright and broadcast right for movies and series | |
| 940,123 | | |
| 745,123 | |
Total
purchase deposits for intangible assets | |
$ | 940,123 | | |
$ | 745,123 | |
On
February 23, 2024, the Company entered into an agreement to acquire the copyright and broadcast right of a movie. As of November 30,
2024 and August 31, 2024, the purchase deposit was $300,000
in total.
On
June 5, 2024, the Company entered into an agreement to acquire the copyright and broadcast right of a TV drama series. As of August 30,
2024, the Company has paid a purchase deposit of $155,123.
For the three months ended November 30, 2024, the Company has paid an additional purchase deposit of $155,000. As of November 30, 2024,
the purchase deposit was $310,123 in total.
On
August 13, 2024, the Company entered into an agreement to acquire the copyright and broadcast right of two movies. As of November 30,
2024 and August 30, 2024, the purchase deposit was $290,000 in total.
On
October 18, 2024, the Company entered into an agreement to acquire the copyright and broadcast right of a TV drama series. As of November
30, 2024, the Company has paid a purchase deposit of $40,000.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
8 – RELATED PARTY TRANSACTIONS
Loan
from related party
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 stockholder, 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 loan balance
of $697,281. The amount under this line of credit is non-interest bearing and due on demand starting from June 1, 2023.
For the three months
ended November 30, 2024, Chiyuan Deng has further loaned a total of $16,832 for its working capital needs. As of November 30, 2024, the
Company has repaid $55,645. The loan is non-interest bearing and due on demand. The Company has recognized an imputed interest at 5%
per annum of the balances as of August 31, 2024 and November 30, 2024. As of November 30, 2024 and August 31, 2024, the Company had loan
from Chiyuan Deng balance of $154,361 and $193,174, respectively.
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. 10% of the revenue
generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax, tax surcharges, and foreign
transaction fee Youall Perform Services Ltd. has been paying on behalf of the Company. 2) Youall Perform Services Ltd. will provide IT
consulting service for “Ai Bian Quan Qiu” platform upgrade and maintenance at a total cost of $128,000, out of which
$108,800 has been paid. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January,
2020, $108,800 prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the
service scope of this agreement and turned it into a two-year website maintenance contract to maintain the website ABQQ.TV which was
launched on December 29, 2020. The website maintenance service began on January 1, 2021 and ended on December 31, 2022. The contract
amount remains at $128,000, out of which $108,800 was previously paid and $19,200 was scheduled to be due on
the twenty first month of service term. During the year ended August 31, 2023, the Company made payment of $12,812 with the
accounts payable – related party balance to Youall Perform Services Ltd of $6,388 as of August 31, 2023. Chiyuan Deng has repaid
$6,388 on behalf of the Company during the year ended August 31, 2024. As of November 30, 2024 and August 31, 2024, the related party
balance to Youall Perform Services Ltd was $0.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
8 – RELATED PARTY TRANSACTIONS (continued)
Accounts
payable and accrued liabilities – related party - Zestv Studios Limited
On
November 28, 2023, the Company sold the software-in-progress of $300,000 to the Developer for $385,000. Zestv Studios Limited collected
the payment on behalf of the Company. The payment of $385,000 reduced the loan from related party as
of November 30, 2023. The Company recognized the gain on the sales of software of $85,000 as other income as of November 30, 2023.
As
of November 30, 2024 and August 31, 2024, the Company had $0 payable to Zestv Studios Limited.
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 $180,000 annually,
a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance
of 100,000 shares of Series A Preferred Stock at par value $0.001. Mr. Deng returned 266,667 shares common stock to the
Company received under his initial employment agreement. The Chief Executive Officer opted to forgo his salaries effective from October
2023.
During
the three months ended November 30, 2024, the Company incurred total compensation of $0 for the Chief Executive Officer. During the
three months ended November 30, 2023, the Company incurred total compensation of $15,049 for its Chief Executive Officer.
NOTE
9 – STOCKHOLDERS’ EQUITY
Common
shares
The
Company had no activities for the three months ended November 30, 2024.
The
Company had the following activities for the three months ended November 30, 2023:
Issuance
of restricted common shares
On
October 5, 2023, the Board of Directors resolved to issue 225,000,000 shares of the Company’s restricted common stock, par value
$0.001 per share, to Chiyuan Deng, the Chief Executive Officer, to pay off his accrued executive salaries of $45,000.
Conversion
of Series C preferred shares to common shares
During the three months
ended November 30, 2023, the Company issued a total of 1,056,681,936 common shares as the result of the conversion of total 174,421 Series
C preferred shares.
As of November 30,
2024 and August 31, 2024, the Company had 2,281,266,321 and 2,281,266,321 common shares issued and outstanding, respectively.
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 1,943,304,434 shares of Common Stock, representing (50%) of the commitment
amount of $5 million, at an exercise price of $0.00129 per share, subject to adjustments, and ending on the 5 years anniversary
of the issuance date. The number of shares under the Common Stock Purchase Warrant is subject to adjustment based on the following formula:
(i) fifty percent (50%) of the Commitment Amount, less the exercise value of all partial exercises prior to the Exercise Date, divided
by (ii) the Exercise Price on the Exercise Date. The exercise price per was calculated by dividing $3,000,000 by the total number
of issued and outstanding shares of common stock as of June 13, 2024. The exercise price is subject to change based on a change in the
number of our outstanding shares. The aggregated fair value of the warrants was $970,945. The fair value has been estimated using the
Black-Scholes pricing model with the following assumptions: market value of underlying common shares of $0.0005; risk free rate of 4.24%;
expected term of 5 years; exercise price of $0.0013; volatility of 310.94%; and expected future dividends of $0.
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 November 30,
2024, 1,993,304,434 warrants in connection with two equity financings were outstanding, with weighted average remaining life
of 4.49 years.
A
summary of the status of the Company’s warrants as of November 30, 2024 and August 31, 2024 is presented below.
|
|
Number
of warrants |
|
|
Original
shares issued |
|
Anti-dilution
Adjusted |
Warrants as of August
31, 2023 |
|
|
50,000,000 |
|
|
|
— |
Warrants granted during the year |
|
|
1,943,304,434 |
|
|
|
— |
Warrants as of August 31, 2024 |
|
|
1,993,304,434 |
|
|
|
— |
Warrants granted during the three months |
|
|
— |
|
|
|
— |
Exercisable as of November 30, 2024 |
|
|
1,993,304,434 |
|
|
|
— |
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
9 – STOCKHOLDERS’ EQUITY (continued)
Preferred
shares
The
Company had no activities for the three months ended November 30, 2024.
The
Company had the following activities for the three months ended November 30, 2023:
During
the three months ended November 30, 2023, the Company converted a total of 174,421 Series C preferred shares into common shares.
On
November 30, 2023, the Board of Directors of the Company resolved to withdraw and subsequently cancelled the Amended Certificate of Designation
for the Company’s Series C and Series D Preferred shares.
NOTE 10
– INCOME TAXES
The
Company and its fully owned subsidiary, AB Cinemas NY, Inc, were incorporated in the United States and are subject to a statutory income
tax rate at 21%. The Company’s fully owned subsidiary, App Board Limited, was registered in Hong Kong and is subject to a statutory
income tax rate at 16.5%.
As
of November 30, 2024 and August 31, 2024, the components of net deferred tax assets, including a valuation allowance, were as follows:
| |
November
30, 2024 | |
August
31, 2024 |
Deferred
tax asset attributable to: | |
| | | |
| | |
Net
operating loss carry over | |
$ | 1,973,831 | | |
$ | 1,963,323 | |
Less:
valuation allowance | |
| (1,973,831 | ) | |
| (1,963,323 | ) |
Net
deferred tax asset | |
$ | — | | |
$ | — | |
The
valuation allowance for deferred tax assets was $1,973,831 and $ 1,963,323 as of November 30, 2024 and August 31, 2024, respectively.
In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals
of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management
determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2024 and August 31, 2024.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10
– INCOME TAXES (continued)
Reconciliation
between the statutory rate and the effective tax rate is as follows for the three months ended November 30, 2024 and 2023, respectively:
|
|
|
|
|
|
|
|
|
|
|
Three
months ended |
|
|
November
30, |
|
|
2024 |
|
2023 |
Federal
statutory tax rate |
|
|
21 |
% |
|
|
21 |
% |
Change in
valuation allowance |
|
|
(21 |
%) |
|
|
(21 |
%) |
Effective
tax rate |
|
|
0 |
% |
|
|
0 |
% |
During
the three months ended November 30, 2024, the Company and its subsidiaries incurred net losses. As a result, the Company and its subsidiaries
did not incur any income tax for the three months ended November 30, 2024.
During
the three months ended November 30, 2023, the Company and its subsidiaries generated net income. As a result, the Company and its subsidiaries
utilized the tax losses for the three months ended November 30, 2023.
NOTE 11
– CONCENTRATION RISK
Concentration
For
the three months ended November 30, 2024 and 2023, 64% and 15% of the total revenue were generated from two customers, respectively.
For the three months ended November 30, 2023, 49% of the total revenue was generated from one customer.
As
of November 30, 2024, 76% and 16% of the Company’s accounts receivable balance was receivable from two customers, respectively.
As of August 31, 2024, 96% of the Company’s accounts receivable balance was receivable from one customer.
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 $250,000. As of November 30, 2024 and August 31, 2024, cash balance of $266,726 and $64,430, respectively,
were maintained at financial institutions in the US. While management believes that these financial institutions are of high credit quality,
it also continually monitors their creditworthiness.
AB
INTERNATIONAL GROUP CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 one
lease agreement to rent a movie theatre with third-party vendor as of November 30, 2024. (See Note 6)
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 three months ended November 30, 2024 and 2023, respectively.
NOTE
13 – SEGMENT INFORMATION - Summary of Information by Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
IP
Segment | |
Cinema
Segment | |
Total |
| |
Three
months ended | |
Three
months ended | |
Three
months ended |
| |
November
30, | |
November
30, | |
November
30, |
| |
2024 | |
2023 | |
2024 | |
2023 | |
2024 | |
2023 |
Revenue | |
$ | 548,200 | | |
$ | 714,288 | | |
$ | 78,150 | | |
$ | 87,459 | | |
$ | 626,350 | | |
$ | 801,747 |
Costs
of copyrights sold | |
| 279,884 | | |
| — | | |
| — | | |
| — | | |
| 279,884 | | |
| — |
Theatre
operating costs | |
| — | | |
| — | | |
| 44,960 | | |
| 41,355 | | |
| 44,960 | | |
| 41,355 |
Depreciation
and Amortization | |
| 155,199 | | |
| 512,917 | | |
| — | | |
| — | | |
| 155,199 | | |
| 512,917 |
Interest
expense | |
| 2,298 | | |
| 13,242 | | |
| — | | |
| — | | |
| 2,298 | | |
| 13,242 |
Segment
assets | |
| 1,936,419 | | |
| 2,632,394 | | |
| 285,896 | | |
| 23,969 | | |
| 2,222,315 | | |
| 2,656,363 |
Segment
income (loss) | |
$ | 1,154 | | |
$ | (16,144 | ) | |
$ | (51,190 | ) | |
$ | 59,744 | | |
$ | (50,036 | ) | |
$ | 43,600 |
NOTE
14 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to November 30, 2024 through the date these
financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize
in these financial statements.
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.
As
of November 30, 2024, we have acquired 74 movie copyrights and broadcast rights and a 75-episode TV drama and sitcom. We plan
to continue marketing and promoting ABQQ.tv through Google Ads to acquire additional broadcast rights for movies and TV series and plan
to charge subscription fees once we have obtained at least 200 broadcast rights of movies and TV programs.
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.
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 both an online presence and 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 Company retained the ownership
and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and the website: stareastnet.io.
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 months ended November 30, 2024 and 2023 was $626,350 and $801,747, respectively.
The
revenue for the three months ended November 30, 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, advertising services
as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre. On the other hand, for
the three months ended November 30, 2023, 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 as well as the revenue generated
from movie tickets and food and beverage sales from our operated movie theatre. The decrease in revenue was mainly due to the decrease
in sales of copyrights and broadcast rights during the three months ended November 30, 2024 as compared to the three months ended November
30, 2023.
Operation
of our movie theatre started in October of 2022. For the three months ended November 30, 2024, we generated total revenue of $78,150,
including $49,501 from ticket sales, and $23,934 from food and beverage sales and $4,715 from advertisement. For the three months ended
November 30, 2023, we generated total revenue of $87,459, including $57,824 from ticket sales, and $29,635 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 2023.
We
anticipate an increase in revenue in the future by selling movie and TV drama copyrights and broadcast rights, achieving enough customers
to start subscriptions for ABQQ.tv and generating movie tickets and related revenues from our Mt. Kisco movie theatre in New York. We
also hope to generate more license revenue from our NFT MMM platform.
Operating
Costs and Expenses
Operating
costs and expenses were $679,091 for the three months ended November 30, 2024, as compared to $829,905 for the three months ended November
30, 2023. Our operating costs and expenses for the three months ended November 30, 2024 consisted of theatre operating costs of $44,960,
amortization expenses of $154,722, costs of copyrights sold of $279,884 and general and administrative expenses of $199,525. In contrast,
our operating costs and expenses for the three months ended November 30, 2023 consisted of theatre operating costs of $41,355, amortization
expenses of $511,809, general and administrative expenses of $261,692 and related party salary and wages of $15,049.
The
theatre operating costs were comparable for the three months ended November 30, 2024 and 2023. The theatre operating costs increased
to $44,960 for the three months ended November 30, 2024 from $41,355 for the three months ended November 30, 2023, mainly due to the
increase in movie exhibition costs.
We
experienced a decrease in amortization expenses for the three months ended November 30, 2024 as compared to the corresponding period
in 2023, mainly due to more fully amortized intangible assets for the three months ended November 30, 2024.
The
costs of copyrights sold represented the remaining costs of the 2 globally exclusive offline copyrights ,
with the exception of mainland China and 1 Mainland China exclusive broadcast rights when they were sold.
We
experienced a decrease in general and administrative expenses for the three months ended November 30, 2024 as compared to the corresponding
period in 2023, mainly as a result of decreased non-related party salaries, lease expenses, and cleaning expenses for the three months
ended November 30, 2024 in contrast to the corresponding period in 2023.
We
experienced a decrease in related party salary and wages for the three months ended November 30, 2024 as compared to corresponding period
in 2023. During the three months ended November 30, 2024, the Company incurred total compensation of $nil for the Chief Executive Officer.
During the three months ended November 30, 2023, the Company incurred total compensation of $15,049 for Chief Executive Officer.
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
Income
We
had other income of $2,705 for the three months ended November 30, 2024, as compared with other income of $71,758 for the corresponding
period in 2023. Our other income for the three months ended November 30, 2024 was the net amount of the other income generated from the
advertising agency services and the interest expense – related party. Our other income for the corresponding period in 2023 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.
Net
Loss/ Net Income
We
incurred a net loss in the amount of $50,036 for the three months ended November 30, 2024, as compared with a net income of $43,600 for
the three months ended November 30, 2023.
Liquidity
and Capital Resources
As
of November 30, 2024, we had $492,937 in current assets consisting of cash and accounts receivable. Our total current liabilities as
of November 30, 2024 were $511,841. As a result, we have a working capital deficit of $18,904 as of November 30, 2024 as compared with
$160,617 as of August 31, 2024.
Operating
activities generated $241,109 in cash for the three months ended November 30, 2024, as compared with $35,990 used in cash for the three
months ended November 30, 2023.
Our
positive operating cash flow for the three months ended November 30, 2024 was mainly the result of our net loss combined with the operating
changes in the purchase of movie and TV series broadcast right and copyright, and purchase deposit, offset by the amortization of intangible
assets, sales of copyrights, the decrease in accounts receivable, and the increase in accounts payable and accrued liabilities.
Our
negative operating cash flow for the three months ended November 30, 2023 was mainly the result of cash used in the purchase of movie
broadcast right and copyright, offset by our net income combined with the amortization of intangible assets, and the increase in accounts
payable.
Investing
activities was $Nil for the three months ended November 30, 2024 and 2023, respectively.
Financing
activities used $38,813 for the three months ended November 30, 2024, as compared with $179,981 provided by financing activities for
the three months ended November 30, 2023. Our negative financing cash flow for the three months ended November 30, 2024 was due to the
settlement of loans due to a related party. Our positive financing cash flow for the three months ended November 30, 2023 was due to
the loans from 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 November 30, 2024, the Company had
an accumulated deficit of approximately $12 million and a working capital deficit of $18,904. For the three months ended November 30,
2024, the Company incurred a net loss of $50,036. 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.
Off
Balance Sheet Arrangements
As
of November 30, 2024, 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.
Our
critical accounting policies are disclosed below:
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 six 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) advertising
services in movie theatre.
Revenue
from selling copyrights of movies or TV shows:
The
Company recognizes revenue when master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The
Company’s contracts with customer 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 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 advertisement into movies and TV series. The
Company recognizes revenue when the advertisement is added to the movies and TV series.
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.
Contract
Assets and Liabilities
Payment
terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit
quality. Contact assets are recognized 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.
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.
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 November 30, 2024. 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 November 30, 2024, 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 November 30, 2024, 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.
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, 2025: (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 November 30, 2024, 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.
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
None.
Item
3. Defaults upon Senior Securities
None
Item
4. Mine Safety Disclosures
N/A
Item
5. Other Information
None
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 |
|
January
14, 2025 |
I, Chiyuan Deng, certify that;
1. |
|
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 of AB International Group Corp. (the
“registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 14, 2025
/s/ Chiyuan Deng
By: Chiyuan Deng
Title: Chief Executive Officer, Principal Executive Officer
I, Chiyuan Deng, certify that;
1. |
|
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 of AB International Group Corp. (the
“registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 14, 2025
/s/ Chiyuan Deng
By: Chiyuan Deng
Title: Chief Financial Officer
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
In connection with the Quarterly Report of AB
Intetnational Group Corp. (the “Company”) on Form 10-Q for the quarter ended November 30, 2024 filed with the Securities
and Exchange Commission (the “Report”), I, Chiyuan Deng, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
| 1. | The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations
of the Company for the periods presented. |
By: |
/s/ Chiyuan Deng |
Name: |
Chiyuan Deng |
Title: |
Chief Executive Officer, Chief Financial Officer,
Principal Executive Officer |
Date: |
January 14, 2025 |
This certification has been furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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Entity File Number |
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Entity Registrant Name |
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v3.24.4
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Nov. 30, 2024 |
Aug. 31, 2024 |
Current Assets |
|
|
Cash and cash equivalents |
$ 266,726
|
$ 64,430
|
Accounts receivable |
226,211
|
624,572
|
Total Current Assets |
492,937
|
689,002
|
Property and equipment, net |
3,898
|
4,375
|
Right of use operating lease assets, net |
443,799
|
494,506
|
Intangible assets, net |
296,318
|
370,924
|
Purchase deposits for intangible assets, non-current |
940,123
|
745,123
|
Security deposit |
45,240
|
45,240
|
TOTAL ASSETS |
2,222,315
|
2,349,170
|
Current Liabilities |
|
|
Accounts payable and accrued liabilities |
51,609
|
30,945
|
Loan from related party |
154,361
|
193,174
|
Current portion of obligations under operating leases |
248,871
|
247,266
|
Deferred revenue |
57,000
|
57,000
|
Total Current Liabilities |
511,841
|
528,385
|
Obligations under operating leases, non-current |
298,310
|
360,883
|
Total Liabilities |
810,151
|
889,268
|
Stockholders’ Equity |
|
|
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 2,281,266,321 and 2,281,266,321 shares issued and outstanding, as of November 30, 2024 and August 31, 2024, respectively |
2,281,266
|
2,281,266
|
Additional paid-in capital |
11,026,501
|
11,024,203
|
Accumulated deficit |
(11,895,703)
|
(11,845,667)
|
Total Stockholders’ Equity |
1,412,164
|
1,459,902
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
2,222,315
|
2,349,170
|
Preferred Class A [Member] |
|
|
Stockholders’ Equity |
|
|
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; |
$ 100
|
$ 100
|
X |
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