10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: November 30, 2017
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

AB INTERNATIONAL GROUP CORP.

(Exact name of registrant as specified in its charter)

Nevada	37-1740351	5521
(State or Other Jurisdiction of Incorporation or Organization)	IRS Employer Identification Number	Primary Standard Industrial Classification Code Number

16^TH FLOOR, RICH TOWERS, 2 BLENHEIM AVENUE

TSIM SHA TSUI, KOWLOON, HONG KONG

Tel. 852-2622-2891

(Address and telephone number of principal executive offices)

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 last 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Large accelerated filer	¨		Accelerated Filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			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 ¨ No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 29,650,000 shares of common stock as of January 21, 2018.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
	CONDENSED BALANCE SHEETS (unaudited)	3
	CONDENSED STATEMENTS OF OPERATIONS (unaudited)	4
	CONDENSED STATEMENTS OF CASH FLOWS (unaudited)	5
	NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II. OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	12
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4	MINE SAFETY DISCLOSURES	12
ITEM 5	OTHER INFORMATION	12
ITEM 6	EXHIBITS	13
	SIGNATURES	14

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 30,		August 31,
	2017		2017
ASSETS
Current Assets
Cash and cash equivalents	$	341,968	$	147,164
Accounts receivable		71,552		88,320
Prepaid expenses		30,835		35,835
Total Current Assets		444,355		271,319
Intangible assets, net		450,000		682,712
TOTAL ASSETS	$	894,355	$	954,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	46,298	$	168,664
Accrued payroll		-		2,500
Due to shareholder		1,687		1,613
Tax payable		82,358		55,347
Total Current Liabilities		130,343		228,124
Stockholders’ Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 29,650,000 shares issued and outstanding		29,650		29,650
Additional paid-in capital		631,693		631,693
Retained Earnings		102,669		64,564
Total Stockholders’ Equity		764,012		725,907
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	894,355	$	954,031

The accompanying notes are an integral part of these condensed, unaudited financial statements.

3

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	November 30,
	2017			2016
Revenue	$	40,832		$	-
Cost of revenue		33,166			-
Gross Profit		7,666			-
OPERATING EXPENSES
General and administrative expenses		31,458			24,846
Related party salary and wages		6,300			7,500
Total Operating Expenses		37,758			32,346
LOSS FROM CONTINUED OPERATIONS		(30,092	)		(32,346	)
Loss before income taxes		(30,092	)		(32,346	)
Income Tax Provision		-			-
Net loss from continuing operations		(30,092	)		(32,346	)
Discontinued operations, net of tax benefits
Income from discontinued operations		10,997			37,829
Gain on sale of intangible assets		57,200			-
INCOME FROM DISCONTINUED OPERATIONS		68,197			37,829
NET INCOME	$	38,105		$	5,483
NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
LOSS FROM DISONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	0.00		$	0.00
NET INCOME PER SHARE: BASIC AND DILUTED	$	0.00		$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		29,650,000			26,150,000

The accompanying notes are an integral part of these condensed, unaudited financial statements.

4

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	November 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	38,105		$	5,483
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization of intangible asset		36,912			5,000
Gain on sales of intangible assets		(57,200	)		-
Changes in operating assets and liabilities:
Accounts receivable		16,768			(14,629	)
Prepaid expenses		5,000			15,833
Accounts payable and accrued liabilities		(122,366	)		(71,608	)
Accrued payroll		(2,500	)		-
Income taxes payable		27,011			-
Change in Assets (Liabilities) from discontinued operations		-			587
Net cash used in operating activities		(58,270	)		(59,334	)
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of intangible asset		253,000
Net cash provided by investing activities		253,000			-
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholder		74			1,816
Net cash provided by financing activities		74			1,816
Net increase (decrease) in cash and cash equivalents		194,804			(57,518	)
Cash and cash equivalents - beginning of period		147,164			166,826
Cash and cash equivalents - end of period	$	341,968		$	109,308
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these condensed, unaudited financial statements.

5

AB INTERNATIONAL GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

November 30, 2017

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 Kyrgyzstan. 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 through a mobile smartphone app in China.

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney). Currently, the Company is focused on the acquisition and development of intellectual property.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of November 30, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended November 30, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended August 31, 2017 filed with the SEC on January 12, 2018.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the period ended August 31, 2017.

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 during the three months ended November 30, 2017 and 2016, and no write-off for bad debt were recorded for the three months ended November 30, 2017, and 2016.

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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 with and license fees from its patent 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 three months ended November 30, 2017 and 2016.

NOTE 3 – DISCONTINUED OPERATIONS

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney) assets to an unrelated party for $253,000 cash.

The sales of intangible assets qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this revenue and expenses from these intangible assets in discontinued operations.

The following table shows the results of operations of mobile application and copyright for three months ended November 30, 2017 and 2016 which are included in the gain from discontinued operations:

	Three months Ended
	November 30,
	2017		2016
Revenue	$	49,920	$	42,829
Cost of revenue		11,912		5,000
Income Tax Provision		27,011		-
Gain from discontinued operations	$	10,997	$	37,829

NOTE 4 – INTANGIBLE ASSETS

As of November 30, 2017, and August 31, 2017, the balance of intangible assets are as follows;

	November 30,			August 31,
	2017			2017
Mobile app	$	-		$	100,000
Patent		500,000			500,000
Copyright		-			138,240
		500,000			738,240
Accumulated amortization		(50,000	)		(55,528	)
Intangible asset, net	$	450,000		$	682,712

7

Amortization expenses for three months ended November 30, 2017, and 2016, was $36,912 and $5,000, respectively.

During the three months ended November 30, 2017, the Company sold the copyright and all other rights and the mobile application (Amoney) assets to an unrelated party for $253,000. The Company recorded gain on sales of assets of $57,200 as discontinued operations during the three months ended November 30, 2017.

NOTE 5 – 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.

During the three months ended November 30, 2017, a shareholder paid a invoice of $74 on behalf of the Company. As at November 30, 2017 and August 31, 2017, the Company owed $1,687 and $1,613 to this shareholder, respectively. The amounts are due on demand, unsecured, and non-interest bearing.

During the three months ended November 30, 2017 and 2016, $6,300 and $7,500 was paid to two related parties as salaries and wages.

NOTE 6 – SUBSEQUENT EVENTS

In December 2017 the Company entered into an agreement with All In One Media Ltd. to provide consulting services to the Company regarding blockchain technology and services in China, and the acquisition of blockchain businesses.

In January 2018 the Company entered into an agreement with PacificShore Ventures Inc. to provide M&A consulting services to the Company.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to November 30, 2017 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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. 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. After the stock sale, the Company modified its business to focus on the creation of a mobile app marketing engine. Mr. Deng served until August 28, 2017, as the Company's Chief Executive Officer and sole Director, at which point he resigned all positions held with the Company.

Currently, the Company is focused on the acquisition and development of intellectual property. On June 1, 2017, we entered into a Patent License Agreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted the Company a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”), which Technology is the subject of a utility model patent in the People’s Republic of China. Under the Agreement we are able to utilize, improve upon, and sub-license the technology for an initial period of 5 years, subject to a right to renew for an additional 5 year term. We used the underlying technology to create a smartphone app marketing engine to be used for movie trailer promotion in China, which we sold on November 16, 2017, for $103,000. The Company was obligated to pay the Licensor $500,000 within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilization of the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, Chiyuan Deng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor.

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.

RESULTS OF OPERATION

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.

THREE MONTH PERIOD ENDED NOVEMBER 30, 2017 COMPARED TO THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2016

REVENUE. During the three month periods ended November 30, 2017 and November 30, 2016 we generated $40,832 and $0 of revenue, respectively.

COST OF SALES. During the three month periods ended November 30, 2017 and November 30, 2016 we incurred $33,166 and $0 of cost of revenue, respectively.

OPERATING EXPENSES. During the three month periods ended November 30, 2017 and November 30, 2016, we incurred general and administrative expenses of $31,458 and $24,846, respectively, and related party salary and wages of $6,300 and $7,500, respectively. General and administrative expenses incurred were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

NET INCOME. Our net income for the three month period ended November 30, 2017 was $38,105 compared to a net income of $5,483 during the three month period ended November 30, 2016.

9

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2017, our total assets were $894,355 compared to $954,031 in total assets at August 31, 2017. Total assets as of November 30, 2017 comprised cash of $341,968, accounts receivable of $71,552, prepaid expenses of $30,835 and $450,000 in intangible assets while as at August 31, 2017 total assets comprised cash of $147,164, accounts receivable of $88,320, prepaid expenses of $35,835 and $682,712 in intangible assets. As of November 30, 2017 and August 31, 2017, our current liabilities were $130,343 and $228,124 respectively.

Stockholders' equity was $764,012 as of November 30, 2017 compared to $725,907 as of August 31, 2017.

CASH FLOWS FROM OPERATING ACTIVITIES

We have just begun generating positive cash flows from operating activities. For the three month period ended November 30, 2017, net cash flows from operating activities were $58,270 compared to net cash flows used in operating activities of $59,334 for the three month period ended November 30, 2016.

CASH FLOWS FROM INVESTING ACTIVITIES

We generated $253,000 in investment activities in the three months ended November 30, 2017, and we neither generated, nor used, funds in investing activities during the three months ended November 30, 2016.

CASH FLOWS FROM FINANCING ACTIVITIES

We generated $74 in net cash from financing activities during the three months ended November 30, 2017, compared to generating $1,816 in net cash from financing activities during the three months ended November 30, 2016.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of cash flow from operations, our existing funds, further issuances of securities and loans from our principal shareholder. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds from business operations and 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 developmental expenses associated with a start-up business. We intend to finance these expenses with further issuances equity and/or debt securities. 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 November 30, 2017, we had no material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

 

10

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly 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 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

ITEM 4. 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 principal executive officer and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2017. 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 three-month period ended November 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

11

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There has not been any material default in any Company indebtedness. The Company has not issued any preferred stock or other senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

 

12

ITEM 6. EXHIBITS

Exhibits:

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Exchange Act Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

13

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.
Dated: January 22, 2018	By:	/s/ Chiyuan Deng
		Chiyuan Deng
		Director, President, Principal Executive, Financial and Accounting Officer

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Chiyuan Deng, certify that:

1.	I have reviewed this Form 10-Q quarterly report for the three months ended November 30, 2017, of AB International Group Corp.;
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.	I am 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. I have disclosed, based on my 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 22, 2018	By:	/s/ Chiyuan Deng
		Chiyuan Deng
		(Principal Executive Officer and Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

In connection with the Quarterly Report of AB International Group Corp. (the "Company") on Form 10-Q for the year ended November 30, 2017, filed with the Securities and Exchange Commission (the "Report"), the undersigned hereby certifies, in his capacity as the principal executive officer and principal financial officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: January 22, 2018	By:	/s/ Chiyuan Deng
		Chiyuan Deng
		(Principal Executive Officer and Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2017	Jan. 21, 2018
Document and Entity Information:
Entity Registrant Name	AB INTERNATIONAL GROUP CORP.
Entity Central Index Key	0001605331
Document Type	10-Q
Document Period End Date	Nov. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		29,650,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2017	Aug. 31, 2017
Current Assets
Cash and cash equivalents	$ 341,968	$ 147,164
Accounts receivable	71,552	88,320
Prepaid expenses	30,835	35,835
Total Current Assets	444,355	271,319
Intangible assets, net	450,000	682,712
TOTAL ASSETS	894,355	954,031
Current Liabilities
Accounts payable and accrued liabilities	46,298	168,664
Accrued payroll		2,500
Due to shareholder	1,687	1,613
Tax payable	82,358	55,347
Total Current Liabilities	130,343	228,124
Stockholders’ Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 29,650,000 shares issued and outstanding	29,650	29,650
Additional paid-in capital	631,693	631,693
Retained Earnings	102,669	64,564
Total Stockholders’ Equity	764,012	725,907
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 894,355	$ 954,031

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 30, 2017	Aug. 31, 2017
Condensed Consolidated Balance Sheets Parenthetical
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	29,650,000	29,650,000
Common stock, shares outstanding	29,650,000	29,650,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Condensed Consolidated Statements Of Operations
Revenue	$ 40,832
Cost of revenue	33,166
Gross Profit	7,666
OPERATING EXPENSES
General and administrative expenses	31,458	24,846
Related party salary and wages	6,300	7,500
Total Operating Expenses	37,758	32,346
LOSS FROM CONTINUED OPERATIONS	(30,092)	(32,346)
Loss before income taxes	(30,092)	(32,346)
Income Tax Provision
Net loss from continuing operations	(30,092)	(32,346)
Discontinued operations, net of tax benefits
Income from discontinued operations	10,997	37,829
Gain on sale of intangible assets	57,200
INCOME FROM DISCONTINUED OPERATIONS	68,197	37,829
NET INCOME	$ 38,105	$ 5,483
NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)
LOSS FROM DISONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	0.00	0.00
NET INCOME PER SHARE: BASIC AND DILUTED	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	29,650,000	26,150,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 38,105	$ 5,483
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization of intangible asset	36,912	5,000
Gain on sales of intangible assets	(57,200)
Changes in operating assets and liabilities:
Accounts receivable	16,768	(14,629)
Prepaid expenses	5,000	15,833
Accounts payable and accrued liabilities	(122,366)	(71,608)
Accrued payroll	(2,500)
Income taxes payable	27,011
Change in Assets (Liabilities) from discontinued operations		587
Net cash used in operating activities	(58,270)	(59,334)
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of intangible asset	253,000
Net cash provided by investing activities	253,000
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholder	74	1,816
Net cash provided by financing activities	74	1,816
Net increase (decrease) in cash and cash equivalents	194,804	(57,518)
Cash and cash equivalents - beginning of period	147,164	166,826
Cash and cash equivalents - end of period	341,968	109,308
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes

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ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

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 Kyrgyzstan. 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 through a mobile smartphone app in China.

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney). Currently, the Company is focused on the acquisition and development of intellectual property.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of November 30, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended November 30, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended August 31, 2017 filed with the SEC on January 12, 2018.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the period ended August 31, 2017.

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 during the three months ended November 30, 2017 and 2016, and no write-off for bad debt were recorded for the three months ended November 30, 2017, and 2016.

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 with and license fees from its patent 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 three months ended November 30, 2017 and 2016.

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DISCONTINUED OPERATIONS

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

NOTE 3 - DISCONTINUED OPERATIONS

On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney) assets to an unrelated party for $253,000 cash.

The sales of intangible assets qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this revenue and expenses from these intangible assets in discontinued operations.

The following table shows the results of operations of mobile application and copyright for three months ended November 30, 2017 and 2016 which are included in the gain from discontinued operations:

	Three months Ended
	November 30,
	2017		2016
Revenue	$	49,920	$	42,829
Cost of revenue		11,912		5,000
Income Tax Provision		27,011		-
Gain from discontinued operations	$	10,997	$	37,829

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INTANGIBLE ASSETS

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

NOTE 4 – INTANGIBLE ASSETS

As of November 30, 2017, and August 31, 2017, the balance of intangible assets are as follows;

	November 30,			August 31,
	2017			2017
Mobile app	$	-		$	100,000
Patent		500,000			500,000
Copyright		-			138,240
		500,000			738,240
Accumulated amortization		(50,000	)		(55,528	)
Intangible asset, net	$	450,000		$	682,712

Amortization expenses for three months ended November 30, 2017, and 2016, was $36,912 and $5,000, respectively.

During the three months ended November 30, 2017, the Company sold the copyright and all other rights and the mobile application (Amoney) assets to an unrelated party for $253,000. The Company recorded gain on sales of assets of $57,200 as discontinued operations during the three months ended November 30 ,2017.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

NOTE 5 – 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.

During the three months ended November 30, 2017, a shareholder paid a invoice of $74 on behalf of the Company. As at November 30, 2017 and August 31, 2017, the Company owed $1,687 and $1,613 to this shareholder, respectively. The amounts are due on demand, unsecured, and non-interest bearing.

During the three months ended November 30, 2017 and 2016, $6,300 and $7,500 was paid to two related parties as salaries and wages.

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SUBSEQUENT EVENTS

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

NOTE 6 – SUBSEQUENT EVENTS

In December 2017 the Company entered into an agreement with All In One Media Ltd. to provide consulting services to the Company regarding blockchain technology and services in China, and the acquisition of blockchain businesses.

In January 2018 the Company entered into an agreement with PacificShore Ventures Inc. to provide M&A consulting services to the Company.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to November 30, 2017 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Nov. 30, 2017

Summary Of Significant Accounting Policies Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of November 30, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended November 30, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended August 31, 2017 filed with the SEC on January 12, 2018.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the period ended August 31, 2017.

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 during the three months ended November 30, 2017 and 2016, and no write-off for bad debt were recorded for the three months ended November 30, 2017, and 2016.

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 with and license fees from its patent 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 three months ended November 30, 2017 and 2016.

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DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Nov. 30, 2017

Discontinued Operations Tables

Schedule Of discontinued operations

	Three months Ended
	November 30,
	2017		2016
Revenue	$	49,920	$	42,829
Cost of revenue		11,912		5,000
Income Tax Provision		27,011		-
Gain from discontinued operations	$	10,997	$	37,829

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Nov. 30, 2017

Intangible Assets Tables

Schedule of intangible assets

	November 30,			August 31,
	2017			2017
Mobile app	$	-		$	100,000
Patent		500,000			500,000
Copyright		-			138,240
		500,000			738,240
Accumulated amortization		(50,000	)		(55,528	)
Intangible asset, net	$	450,000		$	682,712

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ORGANIZATION AND BUSINESS OPERATIONS (Detail Narrative)	3 Months Ended
	Nov. 30, 2017	Jan. 22, 2016
Organization And Business Operations Detail Narrative
State Country Name	State of Nevada
Entity Incorporation, Date of Incorporation	Jul. 29, 2013
Ownership interest sold by former officer		83.00%

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DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Revenue	$ 40,832
Cost of revenue	33,166
Income Tax Provision
Gain from discontinued operations	68,197	37,829
Discontinued Operations [Member]
Revenue	49,920	42,829
Cost of revenue	11,912	5,000
Income Tax Provision	27,011
Gain from discontinued operations	$ 10,997	$ 37,829

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DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 16, 2017	Nov. 30, 2017
Sales of intangible asset		$ 253,000
Unrelated Party [Member]
Sales of intangible asset	$ 253,000	$ 253,000

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INTANGIBLE ASSETS (Details) - USD ($)	Nov. 30, 2017	Aug. 31, 2017
Intangible assets, Gross	$ 500,000	$ 738,240
Accumulated amortization	(50,000)	(55,528)
Intangible asset, net	450,000	682,712
Mobile app [Member]
Intangible assets, Gross		100,000
Patents [Member]
Intangible assets, Gross	500,000	500,000
Copyrights [Member]
Intangible assets, Gross		$ 138,240

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INTANGIBLE ASSETS (Detail Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 16, 2017	Nov. 30, 2017	Nov. 30, 2016
Amortization of intangible asset		$ 36,912	$ 5,000
Gain on sale of intangible assets		57,200
Sales of intangible asset		253,000
Unrelated Party [Member]
Sales of intangible asset	$ 253,000	$ 253,000

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RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Aug. 31, 2017
Related Party Transactions [Abstract]
Shareholder repaid for operating expenses	$ 74	$ 1,816
Due to shareholder	1,687		$ 1,613
Related party salary and wages	$ 6,300	$ 7,500