UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 2016
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
AB INTERNATIONAL GROUP CORP. |
(Exact name of registrant as specified in its charter) |
Nevada | 37-1740351 | 5521 | ||
(State or Other Jurisdiction of | IRS Employer | Primary Standard Industrial |
2360 CORPORATE CIRCLE, STE. 400
HENDERSON NV 89074
Tel. 852-635-91332
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x
As of December 8, 2016, the registrant had 26,150,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no trading market has been established as of December 8, 2016.
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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
AB INTERNATIONAL GROUP CORP. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 ("Inception") and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company's fiscal year end is August 31.
On January 22, 2016, the Company's former sole officer, who owned 83% of the Company's outstanding common shares, sold all his common shares to un-related investor Jianli Deng, the Company's current Chief Executive Officer and sole Director. After the stock sale, the Company modified its business plan and presently intends to focus on the creation of a mobile app marketing engine.
We may borrow funds from our officers and shareholders for working capital, however, they have no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. We are a development stage company and have generated $28,200 [year ended August 31,2016] in revenue under our new business plan.
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We plan to be in the business of mobile app marketing for movie trailer promotion thru a mobile smartphone app in China. We plan to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network medis and sell prepaid cards or coins to movie distributors or other video advertisers in China. We have created the app “Amoney” (available for download on http://fir.im/aMoney and QR code as well) for the Android smartphone platform to develop a WeChat micro-shop (see this for reference: http://www.investopedia.com/articles/insights/062416/silicon-valley-eyeing-chinas-wechat-fb-aapl.asp ) that will display and deliver a variety of information and links for download or online watch prices in the China market, and will advertise our services and fees. During FYE August 31, 2016, we generated revenue of $28,200 from one company that paid us to post their movie trailers on our smartphone app for a one month period.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Smaller reporting companies are not required to provide the information required by this item
ITEM 2. DESCRIPTION OF PROPERTY
We do not own or rent any real estate or other properties. Our sole Director, Jianli Deng, provides us with office space, free of charge, at 2/F 45 Hollywood Road Hong Kong.
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “ABQQ”. To date there has been one trade in our common stock. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a Company’s operations or business prospects. We cannot assure you that there will be an established public trading market in the future for our common stock.
Number of Holders
As of December 8, 2016, the 26,150,000 shares of common stock issued and outstanding were held by a total of 11 shareholders of record. The Company’s transfer agent is Corporate Stock Transfer (3200 Cherry Creek South Drive, Suite 430|Denver, Colorado 80209|Phone: (303) 282-4800|Fax (303) 282-5800).
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended August 31, 2016 or 2015. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
In January and February 2015, the Company sold 570,000 shares of its common stock at $0.04 per share for total proceeds of $22,800. These shares were sold pursuant to our registration statement on Form S-1 that became effective on January 22, 2015.
In March 6, 2016, the Company sold 3,200,000 shares of its common stock at $0.01 per share for total proceeds of $32,000. The purchaser is an accredited investor, purchased the shares for investment purposes, and had an opportunity to both review the Company’s periodic reports as filed with the SEC and to ask questions of the Company’s management. The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act, and the certificate representing the shares contains a standard restrictive legend.
On May 23, 2016, the Company sold 6,000,000 shares of its common stock to a related party (the principal shareholder of the Company) at $0.01 per share for total proceeds of $60,000.The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and the certificate representing the shares contains a standard restrictive legend.
On June 1, 2016, the Company sold 10,000,000 shares of its common stock to a related party (an executive officer and sole director of the Company) at $0.01 per share for total proceeds of $100,000. The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and the certificate representing the shares contains a standard restrictive legend.
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On July 28, 2016, the Company sold 3,580,000 shares of its common stock to three un-related investors at $0.02 per share for total proceeds of $71,600. The purchasers are accredited investors, purchased the shares for investment purposes, and had an opportunity to both review the Company’s periodic reports as filed with the SEC and to ask questions of the Company’s management. The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and the certificates representing the shares contain a standard restrictive legend.
Purchase of our Equity Securities by Officers and Directors
On June 1, 2016, the Company sold 10,000,000 shares of its common stock to Jianli Deng, ( the CEO and sole director of the Company) at $0.01 per share for total proceeds of $100,000. The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and the certificate representing the shares contains a standard restrictive legend.
ITEM 6. SELECTED FINANCIAL DATA
Smaller reporting companies are not required to provide the information required by this item
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
General
AB INTERNATIONAL GROUP CORP. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 ("Inception") and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company's fiscal year end is August 31.
On January 22, 2016, the Company's former sole officer, who owned 83% of the Company's outstanding common shares, sold all his common shares to un-related investor Jianli Deng, the Company's current Chief Executive Officer and sole Director. After the change of control, the Company modified its business plan and presently intends to focus on the creation of a mobile app marketing engine.
We may borrow funds from our officers and shareholders for working capital, however, they have no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. We are a development stage company and have generated $28,200 [in the year ended August 31,2016] in revenue under our new business plan, and a total of $36,400 in revenue, including continued and discontinued operations, since our inception on July 29, 2013.
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RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. There can be no assurance we will be successful in raising the funds we require to implement our business plan.
FISCAL YEAR ENDED AUGUST 31, 2016 COMPARED TO FISCAL YEAR ENDED AUGUST 31, 2015
REVENUE
During the year ended August 31, 2016 we generated $28,200 (2015, $8,200 discontinued operations) in revenue.
COST OF GOODS SOLD
We recognized an expense of $0 for cost of services sold during the year ended August 31, 2016 compared to $7,000 for cost of goods sold, from discontinued operations during the year ended August 31, 2015.
Operating Expenses
During the fiscal year ended August 31, 2016, we incurred total expenses of $64,879 from continuing operations, and $7,810 from discontinued operations, compared to $28,605 from discontinued operations during the fiscal year ended August 31, 2015.
The increase between the two periods was due to the increased scale and scope of our business operations, as well as an increase in salary and wages paid to related parties of $15,000.
Net Losses
Our net loss from continued operations of $36,679, and net loss of $7,810 from discontinued operations for the fiscal year ended August 31, 2016 was compared to a net loss from discontinued operations of $28,605 for the fiscal year ended August 31, 2015 due to the factors described above, offset by increased revenues for the fiscal year ended August 31, 2016.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED AUGUST 31, 2016
As of August 31, 2016, our total assets were $314,498 comprised of $167,413 in cash, of which $587 has been classified as assets from discontinued operations, $28,200 in accounts receivable, $22,501 in prepaid expenses and $96,384 of Intangible Assets, and $0 in fixed assets net of accumulated depreciation. Our total liabilities were $80,023 comprised of $2,797 in advances from a related party and $77,226 in accounts payable. Stockholders’ equity was $234,475 as of August 31, 2016.
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FISCAL YEAR ENDED AUGUST 31, 2015
As of August 31, 2015, our net liabilities of discontinued operations was $6,779. Stockholders’ deficit was $6,779 as of August 31, 2015.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal years ended August 31, 2016 and 2015, net cash flows used in operating activities were ($5,729) and ($35,384) respectively. The decrease between the two periods reflects primarily the increase of accounts receivable and prepaid expenses, as well as the increase in accounts payable.
Cash Flows from Investing Activities
There was $30,000 cash used in the purchase of Intangible Assets for the period ended August 31, 2016. An additional $70,000 was recorded as a payable in relation to Intangible Asset which had a total purchase price of $100,000. No cash flows from investing activities were noted for the fiscal years ended, August 31, 2015.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of shares of our common stock and by way of a loan from a shareholder. For the fiscal years ended August 31, 2016 and 2015, net cash flows from financing activities were $266,697 and $39,900 respectively. For the year ended August 31, 2016, $263,600 was received from proceeds from the sale of shares of our common stock to both related and unrelated parties, as well as $300 provided from loans from a previous shareholder, and $2,797 due to current shareholder. For the fiscal year ended August 31, 2015, $22,800 was received from proceeds from the sale of shares of our common stock and $17,100 from proceeds from our shareholder loan.
PLAN OF OPERATION AND FUNDING
The Company has incurred a loss since Inception (July 29, 2013) resulting in an accumulated deficit from continuing operations of ($36,679) as of August 31, 2016 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock.
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We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our August 31, 2016 and August 31, 2015 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO AUDITED FINANCIAL STATEMENTS
| F-1 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
AB International Group, Corp.
Hong Kong
We have audited the accompanying consolidated balance sheet AB International Group, Corp. as of August 31, 2016 and the related consolidated statements of operations, stockholders’ equity/ (deficit) and cash flows for the year ended August 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AB International Group, Corp. as of August 31, 2016 and the results of its operations and cash flows for the year ended August 31, 2016 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from inception and has a limited operating history which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Pritchett, Siler & Hardy, P.C
Pritchett, Siler & Hardy, P.C
Salt Lake City, Utah 84111
December 14, 2016
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Report of Independent Registered Public Accounting Firm
Board of Directors
AB International Group, Corp.
We have audited the accompanying balance sheet of AB International Group, Corp. as of August 31, 2015, the related statement of operations, changes in shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AB International Group Corp. as of August 31, 2015 and the related statement of operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Cutler & Co., LLC
Wheat Ridge, formerly Arvada, Colorado |
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September 29, 2015 |
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9605 West 49th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ | Fax 303-456-7488 ~ www.cutlercpas.com |
| F-3 |
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AB INTERNATIONAL GROUP |
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Balance Sheets |
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| August 31, 2016 |
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| August 31, 2015 |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents |
| $ | 166,826 |
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| $ | - |
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| Accounts receivable |
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| 28,200 |
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| - |
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| Prepaid expenses |
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| 22,501 |
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| - |
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| Net assets of discontinued operations |
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| 587 |
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| Total Current Assets |
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| 218,114 |
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| - |
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| Computer equipment, net |
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| - |
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| - |
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| Intangible assets, net |
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| 96,384 |
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| TOTAL ASSETS |
| $ | 314,498 |
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| $ | - |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
| $ | 77,226 |
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| $ | - |
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| Due to shareholder |
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| 2,797 |
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| - |
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| Due to previous shareholder |
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| - |
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| - |
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| Net liabilities of discontinued operations |
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| - |
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| 6,779 |
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| Total Liabilities |
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| 80,023 |
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| 6,779 |
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| Stockholders’ Equity (Deficit) |
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| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 26,150,000 and 3,370,000 shares issued and outstanding, respectively |
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| 26,150 |
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| 3,370 |
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| Additional paid-in capital |
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| 285,193 |
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| 22,230 |
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| Deficit from discontinued operations |
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| (40,189 | ) |
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| (32,379 | ) |
| Accumulated deficit |
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| (36,679 | ) |
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| - |
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| Total Stockholders’ Equity (Deficit) |
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| 234,475 |
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| (6,779 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $ | 314,498 |
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| $ | - |
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The accompanying notes are an integral part of these audited financial statements.
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AB INTERNATIONAL GROUP Consolidated Statements of Operations (Unaudited) Years Ended August 31, August 31, 2016 2015 REVENUE OPERATING EXPENSES General and administrative expenses Related party salary and wages Total Operating Expenses LOSS FROM CONTINUED OPERATIONS Income Tax Provision Net loss from continuing operations LOSS FROM DISCONTINUED OPERATIONS LOSS FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED LOSS FROM DISONTINUED OPERATION PER SHARE: BASIC AND DILUTED NET LOSS PER SHARE: BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
$ 28,200 $ - 49,879 - 15,000 - 64,879 - (36,679 ) - - (36,679 ) - (7,810 ) (28,605 ) $ (0.01 ) $ - $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.01 ) 9,465,574 3,130,452
The accompanying notes are an integral part of these audited financial statements.
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AB INTERNATIONAL GROUP | ||||||||||||||||||||||||
Statements of Stockholders' Equity (Deficit) | ||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||
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| Additional |
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| Total |
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| Common Stock |
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| Subscription |
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| Paid-in |
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| Accumulated |
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| Stockholders' |
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| Number of Shares |
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| Amount |
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| Receivable |
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| Capital |
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| Deficit |
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| Equity (Deficit) |
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| Balance - August 31, 2014 |
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| 2,800,000 |
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| $ | 2,800 |
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| - |
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| $ | - |
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| $ | (3,774 | ) |
| $ | (974 | ) |
| Common shares issued for cash at $0.04 per share |
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| 570,000 |
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| 570 |
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| - |
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| 22,230 |
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| - |
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| 22,800 |
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| Net loss |
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| - |
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| - |
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| - |
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| - |
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| (28,605 | ) |
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| (28,605 | ) |
| Balance - August 31, 2015 |
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| 3,370,000 |
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| 3,370 |
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| - |
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| 22,230 |
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| (32,379 | ) |
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| (6,779 | ) |
| Common shares issued to related party for cash at $0.01 per share |
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| 10,000,000 |
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| 10,000 |
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| 90,000 |
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| - |
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| 100,000 |
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| Common shares issued for cash at $0.01 per share |
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| 12,780,000 |
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| 12,780 |
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| - |
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| 150,820 |
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| - |
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| 163,600 |
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| Loans forgiven by previous shareholder |
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| - |
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| - |
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| - |
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| 22,143 |
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| - |
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| 22,143 |
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| Net loss |
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| - |
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| - |
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| - |
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| - |
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| (44,489 | ) |
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| (44,489 | ) |
| Balance - August 31, 2016 |
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| 26,150,000 |
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| $ | 26,150 |
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| - |
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| $ | 285,193 |
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| $ | (76,868 | ) |
| $ | 234,475 |
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The accompanying notes are an integral part of these audited financial statements.
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AB INTERNATIONAL GROUP Statements of Cash Flows (Unaudited) Years Ended August 31, August 31, 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations Net loss from discontinued operations, net of tax expense Adjustments to reconcile net loss to net cash from operating activities: Depreciation Changes in operating assets and liabilities: Accounts receivable Prepaid expenses Accounts payable and accrued liabilities Change in Assets (Liabilities) from discontinued operations Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of intangible asset Accounts payable for purchase of intangible asset Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Loans from previous shareholder Due to shareholder Proceeds from sale of common stock Proceeds from sale of common stock to related party Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of period Cash and cash equivalents - end of period Supplemental Cash Flow Disclosures Cash paid for interest Cash paid for income taxes Non-Cash Investing and Financing Activity: Computer equipment transferred to previous shareholder Loans forgiven by previous shareholder Accounts Payable related to Intangible Asset Purchase
$ (36,679 ) $ - (7,810 ) (28,605 ) 3,616 - (28,200 ) - (22,501 ) - 77,226 - 8,619 (6,779 ) (5,729 ) (35,384 ) (30,000 ) - (70,000 ) (100,000 ) - 300 17,100 2,797 - 163,600 22,800 100,000 - 266,697 39,900 160,968 5,857 5,857 $ 166,825 $ 5,857 $ - $ - $ - $ - $ 563 $ - $ 22,143 $ - $ 70,000 $ -
The accompanying notes are an integral part of these audited financial statements.
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AB INTERNATIONAL GROUP, CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2016
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
AB INTERNATIONAL GROUP CORP. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on July 29, 2013 (“Inception”) and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company’s fiscal year end is August 31.
On January 22, 2016, the Company's former sole officer, who owned 83% of the Company's outstanding common shares, sold all his common shares to un-related investors. Subsequently, the Company modified its business plan and is currently focusing on the creation of a mobile app marketing engine to be used for movie trailer promotion thru a mobile smartphone app in China.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year -end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. No intercompany balances or transactions exist during the period ended August 31, 2016.
On January 22, 2016, the Company modified its business plan, and therefore the Company has classified all transactions and balances prior to the modification of the business plan as Discontinued Operations in the financial statements.
Basis of Consolidation
The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited. No intercompany balances or transactions exist during the period ended August 31, 2016.
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
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Foreign Currency Transactions
The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise 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. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
Accounts Receivable
Accounts receivable consist of amounts due from promotional services provided. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the company.
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Prepaid Expenses
Prepaids consist of filing fees and advances related to consulting fees that have been paid in advance. The prepaid balances are amortized when the related expense is incurred.
Intangible Assets
Intangible assets are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 5 years. The intangible assets are mobile application product that is used to generate sales by utilizing the mobile app as advertising for third parties, events, or products.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At August 31, 2016, there were no unrecognized tax benefits.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. The Company has recognized the revenues associated mobile app sales once the criteria has been met, the product has been delivered, and the Company has received payment from the vendor.
Basic and Diluted Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potentially dilutive debt or equity instruments were issued or outstanding during the years ended August 31, 2016 and 2015.
Recent accounting pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to the revised requirements related to revenue recognition, which are required subsequent to December 15, 2016.
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NOTE 3 – GOING CONCERN
The Company has an accumulated deficit of $36,679 from continuing operations, and a deficit of $40,189 from discontinued operations as of August 31, 2016 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock.
NOTE 4 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
From July 29, 2013 through August 31, 2015, the Company's previous sole director loaned the Company $22,406 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Thereafter, this director advanced another $300 to the Company for operating expenses and the Company's computer was disposed to this director for a value $563. On January 15, 2016, the $22,143 balance of the loan was forgiven by this director and was recorded as additional paid-in capital. As at August 31, 2016 and August 31, 2015, the Company owed $0 and $22,406 to this director, respectively.
On June 1, 2016, the Company sold 10,000,000 shares of its common stock to the Company’s sole director at $0.01.
During the year ended August 31, 2016, $15,000 was paid to two related parties as salaries and wages.
The Company had management fees to the current sole director of $2,087 for the year ending August 31, 2016. As of August 31, 2016, the Company owed $2,797 to the current sole director.
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NOTE 5 – EQUITY
The Company has 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share.
During the year ended August 31, 2016, the company issued 12,780,000 common shares, par value of $0.01, for proceeds of $163,600 to four unrelated parties.
On June 3, 2016, the Company sold 10,000,000 shares of its common stock to a related party (an executive officer and sole director of the Company) at $0.01 per share for total proceeds of $100,000. The shares were sold pursuant to the exemption from registration set forth in Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and contain a standard restrictive legend. The funds were received by the Company on June 3, 2016.
As at August 31, 2016, 26,150,000 issued and outstanding shares of common stock were held by approximately 11 shareholders of record.
NOTE 6 – INCOME TAXES
As of August 31, 2016 the Company had net operating loss carry forwards of $73,251 that may be available to reduce future years' taxable income through 2035. Subsequent to the Company's change in control, the Company has a net operating loss carryforward of $36,679. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Due to the change in control during the year, the Company is expecting limitations on the loss carry forward amounts. that were generated prior to the change in control.
Components of net deferred tax assets, including a valuation allowance, are as follows at August 31, 2016 and 2015:
Years Ended August 31, 2016 2015 Deferred tax asset attributable to: Net operating loss carry over Less: valuation allowance Net deferred tax asset
$ 25,638 $ 11,333 (25,638 ) (11,333 ) $ - $ -
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The valuation allowance for deferred tax assets as of August 31, 2016 was $25,628, and $11,333 as of August 31, 2015. 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 August 31, 2016 and 2015.
Reconciliation between the statutory rate and the effective tax rate is as follows at August 31, 2016 and 2015:
|
| 2016 |
|
| 2015 |
| |||
Federal statutory tax rate |
|
| (35.0 | ) | % |
| (35.0 | ) | % |
Change in valuation allowance |
|
| 35.0 | % |
| 35.0 |
| % | |
Effective tax rate |
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| - |
| % |
| - |
| % |
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2016 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the fiscal quarter ended August 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive Officer and/or Director | Age | Position | ||
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Jianli Deng |
| 23 |
| President, CEO, Treasurer, and Director (Principal Executive, Financial and Accounting Officer) |
2/F 45 Hollywood Road Hong Kong China |
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Jianli Deng has acted as our President, CEO, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole Director since January 22nd, 2016. Mr. Deng owns 48.95% of the outstanding shares of our common stock. Mr. Deng is a producer of numerous international film and music productions involving mixed media. He is the creator of a mobile phone application which brings video merging functions containing sophisticated video editing technology normally utilized by computers to the smart phone. Mr. Deng attended Hong Kong Open University where he studied music marketing and management
During the past ten years, Mr. Deng has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Deng was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Deng’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
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5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
CODE OF ETHICS
As a development stage company, we do not presently have a Code of Ethics. Management intends to adopt to adopt a Code of Ethics in the near future.
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COMMITTEES
As a development stage company with a single director, our full board serves the functions that would normally be served by a separately-designated Audit Committee, Nominating Committee, and Compensation Committee. Further, we do not have an audit committee financial expert on the Board. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended August 31, 2016 and 2015.
SUMMARY COMPENSATION TABLE
Name and Principal Position |
| Year |
| Salary ($) |
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| Bonus ($) |
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| Stock Awards ($) |
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| Option Awards ($) |
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| Non-Equity Incentive Plan Compensation ($) |
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| All Other Compensation ($) |
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| All Other Compensation ($) |
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| Total ($) |
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Jianli Deng President, CEO |
| 2016 |
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| 9,000 |
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| -0- |
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| -0- |
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| -0- |
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| -0- |
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| 2,087 |
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| -0- |
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| 11,087 |
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and Treasurer |
| 2015 |
|
| -0- |
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| -0- |
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| -0- |
|
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| -0- |
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| -0- |
|
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| -0- |
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| -0- |
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| -0- |
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There are no current employment agreements between the company and its officer.
Mr. Deng currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with $1,500 per month salary until such time as entry an employment agreement with the company.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company.
CHANGE OF CONTROL
As of August 31, 2016, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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The following table provides certain information regarding the ownership of our common stock, as of December 8, 2016 and as of the date of the filing of this annual report by:
· | each of our executive officers; | |
· | each director; | |
· | each person known to us to own more than 5% of our outstanding common stock; and | |
· | all of our executive officers and directors and as a group. |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||||||||
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Common Stock | JIANLI DENG 2/F 45 HOLLYWOOD RD | 12,800,000 shares of common stock (direct) | 48.95 | % | ||||||||
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| SPRING WOOD VENTURES LIMITED INDEPENDENCE AVENUE 2ND FLOOR |
| 9,200,000 shares of common stock (direct) |
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| 35.18 |
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The percent of class is based on 26,150,000 shares of common stock issued and outstanding as of the date of this annual report. We do not currently have any equity compensation plans in place.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
From July 29, 2013 through August 31, 2015, the Company's previous sole director loaned the Company $22,406 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Thereafter, this director advanced another $300 to the Company for operating expenses and the Company's computer was disposed to this director for a value $563. On January 15, 2016, the $22,143 balance of the loan was forgiven by this director and was recorded as additional paid-in capital. As at August 31, 2016 and August 31, 2015, the Company owed $0 and $22,406 to this director, respectively.
On June 1, 2016, the Company sold 10,000,000 shares of its common stock to the Company’s sole director at $0.01.
During the year ended August 31, 2016, $15,000 was paid to two related parties as salaries and wages.
The Company had management fees to the current sole director of $2,087 for the year ending August 31, 2016. As of August 31, 2016, the Company owed $2,797 to the current sole director.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company's Board of Directors has selected Pritchett, Siler & Hardy, P.C to serve as the Company's independent registered public accounting firm and to audit the Company's consolidated financial statements for the fiscal year ending August 31, 2016. Cutler and Company previously served as the Company's independent registered public accounting firm for the August 31, 2015 financial statements.
The following table presents fees billed by our independent registered accountants for the following professional services rendered for the Company for the fiscal years ended August 31, 2016 and 2015:
| FY 2016 |
| FY 2015 |
| ||||
Audit Fees |
| $ | $9,000 |
| $ | $9,000 |
| |
Audit Related Fees |
| $ | 0 |
| $ | 0 |
| |
Tax Fees |
| $ | 0 |
| $ | 0 |
| |
All Other Fees |
| $ | 0 |
| $ | 0 | ||
"Audit fees" relate to services for the audit of the Company's consolidated financial statements for the fiscal year and for reviews of the interim consolidated financial statements included in the Company's quarterly reports filed with the SEC.
“Audit-related fees" relate to services that are reasonably related to the audit of the Company's consolidated financial statements and are not included in "audit fees." These services include consultations on certain accounting matters.
Our Board’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, and to not engage them to perform the specific non-audit services proscribed by law or regulation.
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The following exhibits are filed as part of this Annual Report.
Exhibits:
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101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AB INTERNATIONAL GROUP CORP. | |||
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Dated: December 16, 2016 | By: | /s/ Jianli Deng | |
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| Jianli Deng |
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Director, President, Principal Executive, Financial and Accounting Officer | |||
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