UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended February 28, 2023
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 000-55979

AB International Group Corp.

(Exact name of registrant as specified in its charter)

Nevada	37-1740351
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
48 Wall Street, Suite 1009, New York, NY 10005
(Address of principal executive offices)
(212) 918-4519
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☐   Large accelerated filer	☐   Accelerated filer
☒   Non-accelerated Filer	☒ Smaller reporting company
	☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes [X] No

State the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: 1,065,792,896 common shares as of April 10, 2023.

1

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements (Unaudited)	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Mine Safety Disclosures	10
Item 5:	Other Information	10
Item 6:	Exhibits	10

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of February 28, 2023 and August 31, 2022 (unaudited);
F-2	Consolidated Statements of Operations for the three and six months ended February 28, 2023 and 2022 (unaudited);
F-3	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended February 28, 2023 and 2022 (unaudited);
F-4	Consolidated Statements of Cash Flows for the six months ended February 28, 2023 and 2022 (unaudited); and
F-5	Notes to Consolidated Financial Statements (unaudited)

3

AB INTERNATIONAL GROUP CORP.

Consolidated Balance Sheets

(Unaudited)

	February 28,			August 31,
	2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	165,884		$	84,223
Prepaid expenses		9,480			13,035
Account receivable		60,000			—
Other receivable		300,000			—
Total Current Assets		535,364			97,258
Property and equipment, net		10,471			12,695
Right of use operating lease assets, net		872,345			1,004,018
Intangible assets, net		2,724,039			3,798,282
Purchase deposits for intangible assets, non-current		—			881,724
Security deposit		45,240			45,240
TOTAL ASSETS	$	4,187,459		$	5,839,217
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	131,877		$	293,786
Related party payable		—			15,127
Current portion of obligations under operating leases		237,708			229,813
Due to stockholders		908,321			377,398
Deferred revenue		40,715			38,000
Total Current Liabilities		1,318,621			954,124
Obligations under operating leases, non-current		740,744			863,145
Total Liabilities		2,059,365			1,817,269
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized;
Series A preferred stock, 100,000 and 100,000 shares issued and outstanding, as of February 28, 2023 and August 31, 2022, respectively		100			100
Series B preferred stock, 20,000 and 20,000 shares issued and outstanding, as of February 28, 2023 and August 31, 2022, respectively		20			20
Series C preferred stock, 248,975 and 335,850 shares issued and outstanding, as of February 28, 2023 and August 31, 2022, respectively		249			336
Series D preferred stock, 0 and 0 shares issued and outstanding, as of February 28, 2023 and August 31, 2022, respectively		—			—
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 880,904,816 and 384,512,583 shares issued and outstanding, as of February 28, 2023 and August 31, 2022, respectively		880,905			384,512
Additional paid-in capital		12,366,636			12,636,838
Accumulated deficit		(11,068,230	)		(8,789,901	)
Unearned stock compensation		(51,586	)		(209,957	)
Total Stockholders’ Equity		2,128,094			4,021,948
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,187,459		$	5,839,217

The accompanying notes are an integral part of these consolidated financial statements.

F-1

AB INTERNATIONAL GROUP CORP.

Consolidated Statements of Operations

(Unaudited)  

	Six Months Ended						Three Months Ended
	February 28						February 28,
	2023			2022			2023			2022
Revenue	$	535,251		$	1,800,000		$	298,439		$	1,800,000
Cost of revenue		(1,857,951	)		(1,373,134	)		(912,048	)		(686,567	)
Gross Profit (Loss)		(1,322,700	)		426,866			(613,609	)		1,113,433
OPERATING EXPENSES
General and administrative expenses		(804,158	)		(736,054	)		(379,645	)		(423,337	)
Related party salary and wages		(141,000	)		(290,917	)		(70,500	)		(239,667	)
Total Operating Expenses		(945,158	)		(1,026,971	)		(450,145	)		(663,004	)
Income (Loss) From Operations		(2,267,858	)		(600,105	)		(1,063,754	)		450,429
OTHER INCOME (EXPENSES)
Interest income		158			—			79			—
Total Other Income (Expenses)		158			—			79			—
Loss Before Income Tax Provision		(2,267,700	)		(600,105	)		(1,063,675	)		450,429
Income tax benefit		—			—			—			—
NET (LOSS) INCOME	$	(2,267,700	)	$	(600,105	)	$	(1,063,675	)	$	450,429
Preferred shares dividend		(10,629	)		(2,839	)		(4,864	)		(1,328	)
Net (loss) income available to common stockholders	$	(2,278,329	)	$	(602,944	)	$	(1,068,539	)	$	449,101
NET (LOSS) INCOME PER SHARE: BASIC	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
NET (LOSS) INCOME PER SHARE: DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC		604,591,133			240,076,815			728,656,133			248,359,943
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED		604,591,133			240,076,815			728,656,133			298,337,526

The accompanying notes are an integral part of these consolidated financial statements.

F-2

AB INTERNATIONAL GROUP CORP.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited) 

	Common Stock				Preferred Stock
	Number of Shares		Amount		Number of Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Unearned Compensation			Total Equity
Balance –November 30,  2021		235,236,589	$	235,237		452,703		$	453		$	11,581,263		$	(7,631,023)		$	(3,723)		$	4,182,207
Put Shares issued for cash		9,400,000		9,400		—			—			135,006			—			—			144,406
Series C Preferred Shares issued		—		—		89,490			89			77,946			—			—			78,035
Series D Preferred Shares issued		—		—		34			—			34,000			—			—			34,000
Preferred shares and dividend shares converted into common shares		5,521,473		5,521		(75)			—			(5,521)			—			—			--
Common shares issued to officers for services		45,000,000		45,000		—			—			576,000			—			(397,628)			223,372
Net income		—		—		—			—			—			449,101			—			449,101
Balance at February 28, 2022		295,158,062	$	295,158		542,152		$	542		$	12,398,694		$	(7,181,922)		$	(401,351)		$	5,111,121
Balance - August 31,  2021		226,589,735	$	226,590		120,000		$	120		$	11,009,517		$	(6,578,978)		$	(7,473)		$	4,649,776
Put Shares issued for cash		14,900,000		14,900		—			—			268,282			—			—			283,182
Series C Preferred Shares issued		—		—		422,115			422.			366,563			—			—			366,985
Series D Preferred Shares issued		—		—		187			—			187,000			—			—			187,000
Preferred shares and dividend shares converted into common shares		86,668,327		8,668		(150)			—			(8,668)			—			—			—
Common shares issued to officers for services		45,000,000		45,000		—			—			576,000			—			(393,878)			227,122
Net loss		—		—		—			—			—			(602,944)			—			(602,944)
Balance - February 28,  2022		295,158,062	$	295,158		542,152		$	542		$	12,398,694		$	(7,181,922)		$	(401,351)		$	5,111,121
Balance –November 30, 2022		659,550,369	$	659,550		450,050		$	450		$	12,583,045		$	(9,999,691	)	$	(127,157	)	$	3,116,197
Preferred shares series C converted into common shares		221,354,447		221,355		(81,075	)		(81	)		(221,274	)		—			—			—
Dividend in connection with Preferred shares series C		—		—		—			—			4,865			—			—			4,865
Common shares issued to officers for services		—		—		—			—			—			—			75,571			75,571
Net loss		—		—		—			—			—			(1,068,539	)		—			(1,068,539)
Balance at February 28, 2023		880,904,816	$	880,905		368,975		$	369		$	12,366,636		$	(11,068,230	)	$	(51,586	)	$	2,128,094
Balance - August 31, 2022		384,512,583	$	384,512		455,850		$	456		$	12,636,838		$	(8,789,901	)	$	(209,957	)	$	4,021,948
Issuance of common shares		200,000,000		200,000		—			—			(53,525	)		—			—			146,475
Series C Preferred Shares issued		—		—		90,275			90.			68,910			—			—			69,000
Preferred shares series C converted into common shares		296,392,233		296,393		(177,150	)		(177	)		(296,216	)		—			—			—
Dividend in connection with Preferred shares series C		—		—		—			—			10,629			—			—			10,629
Common shares issued to officers for services		—		—		—			—			—			—			158,371			158,371
Net loss		—		—		—			—			—			(2,278,329	)		—			(2,278,329)
Balance - February 28, 2023		880,904,816	$	880,905		368,975		$	369		$	12,366,636		$	(11,068,230	)	$	(51,586	)	$	2,128,094

The accompanying notes are an integral part of these consolidated financial statements. 

F-3

AB INTERNATIONAL GROUP CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	February 28,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,278,329	)	$	(602,944	)
Adjustments to reconcile net loss to net cash from operating activities:
Executive salaries and consulting fees paid in stock		158,371			227,122
Depreciation of fixed asset		2,224			26,600
Amortization of intangible asset		1,779,243			1,373,134
Non-cash dividend expense for preferred shares		10,629			2,839
Non-cash lease expense		17,167			71,430
Changes in operating assets and liabilities:
Accounts receivable		(60,000	)		—
Related party receivable		—			1,439
Other receivable		120,000			(346,255	)
Prepaid expenses		3,555			(10,912	)
Rent security & electricity deposit		—			(28,733	)
Purchase of movie and TV series broadcast right and copyright		(243,276	)		(1,604,065	)
Accounts payable and accrued liabilities		(161,909	)		29,160
Related party payable		(15,127	)		(54,968	)
Deferred revenue		2,715			—
Net cash used in operating activities		(664,737	)		(916,153	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock issuances		146,475			345,121
Proceeds from preferred share C issuances		69,000			366,985
Proceeds from preferred share D issuances		—			187,000
Due to stockholders		530,923			16,448
Net cash provided by financing activities		746,398			915,554
Net increase (decrease) in cash and cash equivalents		81,661			(599	)
Cash and cash equivalents – beginning of period		84,223			132,253
Cash and cash equivalents – end of period	$	165,884		$	131,654
Supplemental Cash Flow Disclosures
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Non-Cash Investing and Financing Activities:
Transfer from purchase deposit to intangible assets	$	461,724		$	—
Transfer from purchase deposit to other receivable	$	420,000		$	—
Additions to ROU assets	$	—		$	1,080,156

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of AB International Group Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of August 31, 2022 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2022.

The unaudited consolidated financial statements as of and for the three and six months ended February 28, 2023 and 2022, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and six months ended February 28, 2023 and 2022 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiaries App Board Limited and AB Cinemas NY, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts receivable

Accounts receivable are presented at invoiced amount net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current credit-worthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. No allowance was recorded for the three and six months ended February 28, 2023 and 2022. 

Impairment of Long-lived asset

The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Impairment losses are included in the general and administrative expense. There was no impairment loss during the three and six months ended February 28, 2023 and 2022, respectively.

F-5

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Transactions

The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Gains and losses from transactions of foreign currency into U.S. dollars are included in current results of operations.

Revenue Recognition

The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company derives its revenues primarily from three sources: (1) selling copyrights of movies or TV shows; (2) licensing NFT MMM platform and providing technical service; (3) movie theater admissions and food and beverage sales.

Revenue from selling copyrights of movies or TV shows: 

The Company recognizes revenue when master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The Company’s contracts with customer are primarily on a fixed-price basis and do not contain cancelable and refund-type provisions. 

Revenue from licensing NFT MMM platform and providing technical service fee:

The Company derives revenue from NFTMM platform license fees, which includes accessing the NFTMM platform and platform data on both app and website. The Company's contract has one year term, and is non-cancelable and non-refundable. In accordance with ASC 606, a 'right to access' license is recognized over the license period. Initial technical service fee comprises of installation, implementation and necessary training required by the customer. These services fees are recognized as the services are delivered at a point in time.

Revenue from movie theater admissions and food and beverage sales:

The Company recognizes admission revenues based on a gross transaction price. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.

F-6

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (continued)

Contract Assets and Liabilities

Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contact assets are recognized for in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.

As of February 28, 2023 and August 31, 2022, other than accounts receivable and deferred revenue, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheets.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. 

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. 

The carrying values of cash, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. 

No liabilities measured at fair value on a recurring basis as of February 28, 2023 and August 31, 2022.

Basic and Diluted Earnings (Loss) Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of February 28, 2023, the total number of warrants outstanding was 50,000,000. No warrants were included in the diluted loss per share as they would be anti-dilutive.
 

F-7

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements 

In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption of ASU 2021-04 to have a material effect on the consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and statements of cash flows. 

NOTE 3 – GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of February 28, 2023, the Company had an accumulated deficit of approximately $11.1 million and a working capital deficit of approximately $0.8 million. For the six months ended February 28, 2023, the Company incurred a net loss of approximately $2.3 million and the net cash used in operations was approximately $0.7 million. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

F-8

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 – PROPERTY AND EQUIPMENT

The Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. Leasehold improvement relates to renovation and upgrade of the leased office.

The depreciation expense was $2,224 and $26,600 for the six months ended February 28, 2023 and 2022, respectively.

As of February 28, 2023 and August 31, 2022, the balance of property and equipment was as follows:

	February 28, 2023			August 31, 2022
Leasehold improvement	$	146,304		$	146,304
Appliances and furniture		25,974			25,974
Total cost		172,278			172,278
Accumulated depreciation		(161,807	)		(159,583	)
Property and equipment, net	$	10,471		$	12,695

NOTE 5 – INTANGIBLE ASSETS

As of February 28, 2023 and August 31, 2022, the balance of intangible assets was as follows:

	February 28, 2023			August 31, 2022
Movie copyrights - Love over the world	$	853,333		$	853,333
Sitcom copyrights - Chujian		640,000			640,000
Movie copyrights - A story as a picture		422,400			422,400
Movie copyrights - Our treasures		936,960			936,960
Movie broadcast right- On the way		256,000			256,000
Movie copyrights - Too simple		1,271,265			1,271,265
Movie copyrights - Confusion		1,024,000			1,024,000
Movie copyrights - Amazing Data		300,000			—
Movie copyrights - Nice to meet you		300,000			—
TV drama copyright - 20 episodes		295,000			190,000
Movie and TV series broadcast rights		2,439,840			2,439,840
NFT MMM platform		280,000			280,000
Total cost		9,018,798			8,313,798
Accumulated amortization		(6,294,759	)		(4,515,516	)
Intangible assets, net	$	2,724,039		$	3,798,282

F-9

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – INTANGIBLE ASSETS (Continued)

The amortization expense for the six months ended February 28, 2023 and 2022 was $1,779,243 and $1,373,134, respectively. Estimated future amortization expense is as follows:

Twelve months ending February 28	Amortization expense
2024	$	2,191,745
2025		532,294
Total	$	2,724,039

In March 2022, the Company signed a purchase agreement with All In One Media Ltd to acquire the copyrights and broadcast rights for five movies at a price of $1,500,000. These copyrights and broadcast rights allow the Company to broadcast these movies outside the mainland China. On November 29, 2022, both parties entered into an amended agreement to deliver the copyrights and broadcast rights of two movies (Amazing data and Nice to meet you) to the Company on November 30, 2022 for a total price of $600,000. As of August 31, 2022, $356,724 was paid and recorded as purchase deposit for intangible asset. On November 30, 2022, the company received the copies of two movies. The purchase deposit of $356,724 was transferred to intangible assets and the unpaid balance of $243,276 was recorded as accounts payable and was paid in December 2022. Per amended agreement, the remaining three movies will be delivered upon receiving the payment of minimum $300,000 per movie from the Company before December 31, 2022. The agreement was terminated on December 31, 2022 due to the fact that the Company did not make the payments for the remaining movies. 

In March 2022, the Company signed a purchase agreement with Anyone Pictures Limited to acquire the copyright for broadcasting a 25-episode TV drama series outside of mainland China, at a price of $525,000. Five standalone episodes were delivered in December 2022. On February 21, 2023, both parties entered into a supplementary agreement to determine the delivery of the remaining 20 standalone episodes. As a result, Anyone Pictures Limited agreed to refund $420,000 to the Company and the Company had received $120,000 as of February 28, 2023.

On August 6, 2022, the Company licensed NFT MMM platform to a third party to allow the access of NFTMM platform and platform data on both app and website for one year starting from August 20, 2022 for a monthly license fee of $60,000. The Company remains the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and the website: starestnet.io.  For the six months ended February 28, 2023, the Company recognized license revenue of $357,286.

NOTE 6 – LEASES

The Company leased certain office space in Hong Kong from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, under operating lease for three years from May 1, 2019 to April 30, 2022 with annual rental of $66,048 (HKD 516,000). On May 1, 2022, the Company signed a new operating lease agreement with Zestv Studios Limited to lease its Hong Kong office premise for two years from May 1, 2022 to April 2024 with annual rental of $66,048 (HKD 516,000).

The Company also leased an office space in Singapore under operating lease from April 13, 2021 to March 31, 2022 with monthly rental of $716 (SGD 974), and an office space at 48 Wall Street, New York, under operating lease for one year from September 1, 2021 to August 31, 2022 with annual rental of $20,400. The Company has renewed the lease of its New York office space for one year from September 1, 2022 to August 31, 2023 with renewed annual rental of $22,440.

F-10

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – LEASES (Continued)

On October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five years plus the free rent period which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total monthly rent is $14,366 for the first year, including real estate related taxes and landlord’s insurance. 

Total lease expense for the six months ended February 28, 2023 and 2022 was $142,936 and $124,551, respectively. All leases are on a fixed payment basis. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Supplemental balance sheet information related to operating leases was as follows:

	February 28, 2023		August 31, 2022
Right-of-use assets, net	$	872,345	$	1,004,018
Operating lease liabilities - current	$	237,708	$	229,813
Operating lease liabilities - non-current		740,744		863,145
Total operating lease liabilities	$	978,452	$	1,092,958

The weighted average remaining lease terms was 3.68 years as of February 28, 2023.

The following is a schedule of maturities of lease liabilities are as follows:

Twelve months ending February 28,
2024	$	244,725
2025		259,176
2026		252,954
2027		236,005
Total future minimum lease payments		992,860
Less: imputed interest		(14,408	)
Total	$	978,452

NOTE 7 – PURCHASE DEPOSITS FOR INTANGIBLE ASSETS

The balance of purchase deposits for intangible assets which relates to the acquisition of copyrights and broadcast rights for movies and TV drama was as follows:

	February 28, 2023		August 31, 2022
Purchase deposit for 25-episode TV drama	$	—	$	525,000
Purchase deposit for movies		—		356,724
Total purchase deposits for intangible assets	$	—	$	881,724

F-11

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8– RELATED PARTY TRANSACTIONS

Due to stockholders

In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by stockholders. Amounts due to stockholders 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.

Chiyuan Deng, the Chief Executive Offer, and Jianli Deng, the Chief Financial Officer, as the Company’s stockholders, make advances periodically to the Company for working capital purpose. These loans are non-interest bearing and due on demand.

As of February 28, 2023 and August 31, 2022, the Company had due to stockholders’ balance of $908,321 and $377,398, respectively.

Due to related party - Youall Perform Services Ltd.

Youall Perform Services Ltd is owned by Jianli Deng, the Chief Financial Officer. In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) The Company pays Youall Perform Services Ltd. 10% of the revenue generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax, tax surcharges, and foreign transaction fee Youall Perform Services Ltd. has been paying on behalf of the Company. 2) Youall Perform Services Ltd. will provide IT consulting service for “Ai Bian Quan Qiu” platform upgrade and maintenance at a total cost of $128,000, out of which $108,800 has been paid. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a two-year website maintenance contract to maintain the website ABQQ.TV which was launched on December 29, 2020. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The contract amount remains to be $128,000, out of which $108,800 was previously paid and $19,200 was scheduled to be due on the twenty first month of service term. During the six months ended February 28, 2023, the Company made payment of $12,812 with the payable balance to Youall Perform Services Ltd of $6,388 included in accounts payable and accrued liabilities in consolidated balance sheet as of February 28, 2023.

Due to related party - Zestv Studios Limited

On December 1, 2020, the Company entered an agreement with Zestv Studios Limited, a Hong Kong entity 100% owned by the Chiyuan Deng, the Chief Executive Officer, to grant Zestv Studios Limited the distribution right for the movie “Love over the world” and charge Zestv Studios Limited movie royalties. The Company’s royalty revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although Zestv Studios Limited has paid royalty revenue to the Company, Zestv Studios Limited failed to collect cash from Hua Xia. As of August 31, 2021, the Company had refund payable of $916,922 for the movie royalty revenue net of the movie distribution commission fee to Zestv Studios Limited. 

On June 23, 2022, the Company sold the mainland China copyright and broadcast right of the movie “Too Simple” to Zestv Studios Limited for a price of $750,000. The Company remains to have all copyright of outside of mainland China. The Company used this proceed to off-set the refund payable balance to Zestv Studios Limited with additional payment of $151,795 during the year ended August 31, 2022. The Company further paid $15,127 during the six months ended February 28, 2023. 

F-12

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8– RELATED PARTY TRANSACTIONS (Continued) 

Due to related party - Zestv Studios Limited (continued)

As of February 28, 2023 and August 31, 2022, the Company had balance of $0 and $15,127 payable to Zestv Studios Limited, respectively.

The Company also rented an office space from Zestv Studios Limited (See Note 6). For the six months ended February 28, 2023 and 2022, the Company incurred related party office rent expense of $33,024 and $33,024, respectively.  

Executives’ salaries

On September 11, 2020 and May 24, 2022, the Company entered into two amended employment agreements with Chiyuan Deng, the Chief Executive Officer. Pursuant the amended agreements, the Company amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of Series A Preferred Stock at par value $0.001. Mr. Deng returned 266,667 shares common stock to the Company received under his initial employment agreement. 

During the six months ended February 28, 2023 and 2022, the Company incurred total compensation of $102,000 and $290,917, respectively, for Chief Executive Offer and Chief Financial Officer. The Company also incurred total compensation of $39,000 and $38,999, respectively, for Chief Investment Officer during the six months ended February 28, 2023 and 2022.

NOTE 9 – STOCKHOLDERS’ EQUITY

Common shares

The Company had the following activities during the six months ended February 28, 2023: 

Increasing authorized number of common shares

On October 11, 2022, the Company filed amendment to Articles of Incorporation to increase the authorized number of common shares from 1,000,000,000 shares to 10,000,000,000 shares. This increasing of authorized number of common shares has been retroactively reflected in the consolidated financial statements and notes thereto.

Conversion of Series C preferred shares to common shares

During the three months ended November 30, 2022, the Company issued total 75,037,786 common shares as the result of the conversion of total 96,075 Series C preferred shares.

During the three months ended February 28, 2023, the Company issued total 221,354,447 common shares as the result of the conversion of total 81,075 Series C preferred shares.

F-13

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 – STOCKHOLDERS’ EQUITY (Continued)

Common shares (continued)

Subscription of Common shares

On August 2, 2022, the Company entered into a common stock purchase agreement with Alumni Capital LP, a Delaware limited partnership. Pursuant to the agreement, Alumni Capital LP shall purchase $1.0 million of common stocks as per the Company’s discretions after a Registration Statement is declared effective by the Securities and Exchange Commission. The purchase price is number of common stocks in a Purchase Notice issued by the Company multiplied by 75% of the lowest traded price of the Common Stock five Business Days prior to the Closing, which is no later than five business days after the Purchase Notice Date.

The Company plans to use the proceeds from the sale of the common stocks for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest of the Company. The registration of these securities was effective on September 13, 2022.

Pursuant to this agreement, during the six months ended February 28, 2023, Alumni Capital LP subscribed total of 200,000,000 common shares for total proceeds of $146,475.

As of February 28, 2023 and August 31, 2022, the Company had 880,904,816 and 384,512,583 common shares issued and outstanding, respectively.

Preferred shares

The Company had the following activities during the six months ended February 28, 2023: 

On September 6, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 90,275 shares of Series C Convertible Preferred Stock of the Company for a gross proceed of $78,500. After deduction of transaction-related expenses, net proceed to the Company was $69,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes.

The Company recorded dividend expenses of $10,629 and $2,839 on Series C and D Preferred shares for the six months ended February 28, 2023 and 2022, respectively.

F-14

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 – INCOME TAXES

The Company and its fully owned subsidiary, AB Cinemas NY, Inc, were incorporated in the United States and are subject to a statutory income tax rate at 21%. The Company’s fully owned subsidiary, App Board Limited, was registered in Hong Kong and is subject to a statutory income tax rate at 16.5%.

As of February 28, 2023 and August 31, 2022, the components of net deferred tax assets, including a valuation allowance, were as follows:

	February 28, 2023			August 31, 2022
Deferred tax asset attributable to:
Net operating loss carry over	$	1,804,421		$	1,328,204
Less: valuation allowance		(1,804,421	)		(1,328,204	)
Net deferred tax asset	$	—		$	—

The valuation allowance for deferred tax assets was $1,804,421 and $1,328,204 as of February 28, 2023, 2022 and August 31, 2022, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of February 28, 2023 and August 31, 2022.

Reconciliation between the statutory rate and the effective tax rate is as follows for the six months ended February 28, 2023 and 2022:

	Six months ended
	February 28,
	2023			2022
Federal statutory tax rate		21	%		21	%
Change in valuation allowance		(21	%)		(21	%)
Effective tax rate		0	%		0	%

During the six months ended February 28, 2023 and 2022, the Company and its subsidiaries incurred net losses. As a result, the Company and its subsidiaries did not incur any income tax during the six months ended February 28, 2023 and 2022.

F-15

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – CONCENTRATION RISK

Concentration

For the six months ended February 28, 2023 and 2022, 67% and 100% of the total revenue was generated from one customer, respectively.

As of February 28, 2023, one customer accounted for 100% of the Company’s accounts receivable balance. There was no accounts receivable balance as of August 31, 2022.

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of February 28, 2023 and August 31, 2022, cash balance of $139,804 and $70,602, respectively, were maintained at financial institutions in Hong Kong, and were subject to credit risk. In the US, the insurance coverage of each bank is $250,000. As of February 28, 2023 and August 31, 2022, cash balance of $26,080 and $13,621, respectively, were maintained at financial institutions in the US, and were subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There is no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

Operating leases 

The Company has several lease agreements to rent office spaces and movie theatre with its related party and third-party vendors. (See Note 6)

F-16

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13 – SEGMENT INFORMATION

The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. As the result of business strategic changes, the Company has identified two reportable segments: Copyrights and license (“IP’) segment and cinema segment.

The following table presents summary information by segment for the six months ended February 28, 2023 and 2022, respectively.

	IP Segment				Cinema Segment				Total
	Six months ended				Six months ended				Six months ended
	February 28				February 28				February 28
	2023		2022		2023		2022		2023		2022
Revenue	$	357,286	$	1,800,000	$	177,965	$	—	$	535,251	$	1,800,000
Cost of revenue		1,779,243		1,373,134		78,708		—		1,857,951		1,373,134
Gross income (loss)		(1,421,957)		426,866		99,257		—		(1,322,700)		426,866
Interest income		158		—		—		—		158		—
Depreciation		2,224		26,600		—		—		2,224		26,600
Capital expenditure		—		—		—		—		—		—
Segment assets		4,161,840		7,244,749		25,619		—		4,187,459		7,244,749
Segment income (loss)	$	(2,340,126)	$	(602,944)	$	61,797	$	—	$	(2,278,329)	$	(602,944)

The following table presents summary information by segment for the three months ended February 28, 2023 and 2022, respectively.

	IP Segment				Cinema Segment				Total
	Three months ended				Three months ended				Three months ended
	February 28				February 28				February 28
	2023		2022		2023		2022		2023		2022
Revenue	$	177,286	$	1,800,000	$	121,153	$	—	$	298,439	$	1,800,000
Cost of revenue		855,744		686,567		56,304		—		912,048		686,567
Gross income (loss)		(678,458)		1,113,433		64,849		—		(613,609)		1,113,433
Interest income		79		—		—		—		79		—
Depreciation		1,108		13,300		—		—		1,108		13,300
Capital expenditure		—		—		—		—		—		—
Segment assets		4,161,840		7,244,749		25,619		—		4,187,459		7,244,749
Segment income (loss)	$	(1,165,354)	$	449,101	$	96,815	$	—	$	(1,068,539)	$	449,101

NOTE 14 – SUBSEQUENT EVENTS  

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the date these financial statements were issued.

Conversion of Series C preferred shares to common shares

Subsequent to the period ended February 28, 2023, the Company issued total of 184,626,969 common shares for the conversion of 50,230 Series C preferred shares.

F-17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Unless the context provides otherwise, all references in this quarterly report to “AB International,” “we,” “us,” “our,” the “Company,” or similar terms, refer to AB International Group Corp. and its directly and indirectly owned subsidiaries on a consolidated basis.

Overview

We were incorporated under the laws of the State of Nevada on July 29, 2013. Our fiscal year end is August 31.

We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property, including the acquisition and distribution of movies. On June 1, 2017, we have a patent license to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People's Republic of China. Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Licensee to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020.

In February 2019, we launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts utilizing Artificial Intelligence. It is a matching platform for performers, advertiser merchants, and owners for more efficient services. We previously generated revenues through an agency service fee from each matched performance. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to suspend the Ai Bian Quan Qiu platform, which, at the time, created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms. As a result, we decided to focus mainly the IP transactions and online video streaming.

On April 22, 2020, the Company announced the first phase development of its video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. The Company's professional team are sourcing such dramas and films to provide video streaming service on the ABQQ.tv. The video streaming website www.ABQQ.tv was officially launched on December 29, 2020. As of May 31, 2022, the Company acquired 59 movie broadcast rights and a 15-episode TV drama series. The Company will continue marketing and promoting the ABQQ.tv website through Google Ads and acquire additional broadcast rights for movies and TV series, and plan to charge subscription fees once the Company has obtained at least 200 broadcast rights of movie and TV series.

4

On October 21, 2021, the Company entered into a Lease Agreement (the “Lease”) with Martabano Realty Corp. (the “Landlord”), pursuant to which the Company agreed to lease approximately 8,375 square feet of in what is known as the Mt. Kisco Theatre at 144 Main Street, Mount Kisco, New York. The term of the Lease is five years plus free rent period. Commencing in month four, the Company's monthly base rent obligation will be approximately $6,979, which amount will increase in year three to $13,260, year four at $13,658 and the final year at $14,067 in accordance with the terms of the Lease. The Lease contains customary provisions for real property leases of this type, including provisions allowing the Landlord to terminate the Lease upon a default by the Company.

The space was formerly used as a theatre with a total of 5 screens and 466 sets for screening films. The former theatre opened on December 21, 1962 with Hayley Millsin “In Search of the Castaways.” It was a replacement for the town’s other movie theatre that burned down. It was later twinned and further divided into 5 screens. It was operated for years by Lesser Theaters, then bought by Clearview Cinemas. In June, 2013 it was taken over by Bow-Tie Cinemas when they took most Clearview locations. It lasted until March, 2020 when it was closed by the Covid-19 pandemic. It was announced in September 2020 that the closure would be permanent.

On May 5, 2022, the Company incorporated AB Cinemas NY, Inc. in New York, NY, for the purpose of operating Mt. Kisco Theatre located in Mount Kisco, NY. The theatre has started operations in October 2022. After a rough two years for movie theatres due to the pandemic, movie theaters are starting to show signs of life again. The Company is intending to shift the business strategy from online only to the combination of online and offline business. The Company expects to generate considerable revenue from its movie theater business line in the following years.

On April 27, 2022, the Company purchased a unique Non-Fungible Token (“NFT”) movie and music marketplace, named as the NFT MMM from Stareastnet Portal Limited, an unrelated party, which including an APP “NFTMMM” on Google Play, and full right to the website: stareastnet.io. NFTs are digital assets with a unique identifier that is stored on a blockchain, and NFTs are tradable rights of digital assets (pictures, music, films, and virtual creations) where ownership is recorded in blockchain smart contracts. On August 6, 2022, the Company licensed NFT MMM platform to a third party to allow the access of NFTMM platform and platform data on both app and website for one year starting from August 20, 2022 for a monthly license fee of $60,000. Pursuant to the agreement, the Company also charged one time implementation service and consulting fee of $100,000. The Company retained the ownership and copyright of the NFT MMM platform, including the APP “NFT MMM” on Google Play, and the website: stareastnet.io.

COVID-19

The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict at the present time. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. We anticipate that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe. The movie industry in general has changed dramatically as a result of the pandemic restrictions. While movie theaters struggle to stay alive, online streaming programming has increased. We have endeavored to stay with the trend for streaming services to remain competitive. We have experienced the negative impact in our results of operations and in our financial condition for the year ended August, 2020, especially with respect to the movie distribution end of our business. These impacts concern delays in delivering our movies and IP because of health restrictions imposed on certain public events that concern our business, including, among other things, theaters, indoor and outdoor performances, filming restrictions, music festivals, concerts and other such events, Some of these restrictions include pandemic government mandated shutdowns and others restrictions on capacity gathered at these events, with some jurisdictions imposing fines or revocation of business licensing, and other restrictions. As a result of these factors, our revenue was reduced from March to May of 2020. With immediate closures, the resultant industry and business specific delays have negatively affected our company. 

During the COVID-19 pandemic, movie theatres have been subject to various governmental orders requiring theatres to take or refrain from certain activities including, but not limited to, suspending operations, reduction in seating capacities, enforcement of social distancing, establishment of enhanced cleaning protocols, restrictions on food and beverage sales, tracking the identity of guests, employee protection protocols, and limitation on operating hours. Although the orders have been modified frequently, we believe our theatre has maintained material compliance with such orders. We currently cannot predict when or if COVID-19 related governmental orders will be fully terminated and whether similar orders will be utilized more frequently during future public health outbreaks.

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Specific to our company operations, during the pandemic period, we have enacted precautionary measures to protect the health and safety of our employees and partners. These measures include closing our office, having employees work from home, and eliminating all travel. While having employees work from home may have a negative impact on efficiency and may result in negligible increases in costs, it does have an impact on our ability to execute on our agreements to deliver our core products.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, partners, or vendors, or on our financial results.

Results of Operations

Revenues 

Our total revenue reported for the three and six months ended February 28, 2023 was $298,439 and $535,251, respectively. Our total revenue reported for the three and six months ended February 28, 2022 was $1,800,000.

The revenue for the three and six months ended February 28, 2023, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform to a third party, as well as the revenue generated from movie tickets and food sales from our newly operated movie theatre. On the other hand, the revenue for the three and six months ended February 28, 2022, was attributable to the sale of mainland China copyrights and broadcast rights for the movies “Love over the world,” “Our treasures,” and “Confusion.”"

Our cost of revenues for the six months ended February 28, 2023, was $1,857,951, compared to $1,373,134 for the same period in 2022. The increase in cost of revenues was mainly due to the amortization of copyrights and broadcast rights and MFT MMM platform, as well as film rental and food costs related to our cinema segment.

Similarly, our cost of revenues for the three months ended February 28, 2023, was $912,048, compared to $686,567 for the same period in 2022. The increase in cost of revenues was also primarily attributable to the amortization of copyrights and broadcast rights and MFT MMM platform, as well as film rental and food costs related to our cinema segment.

We have started the operation of our movie theatre since October 2022. For the six months ended February 28, 2023, we generated total revenue of $177,965, including $115,918 from ticket sales, and $62,047 from food and beverage sales. Total cost for our cinema segment was $78,708, which resulted in gross profit margin of 56%. We expect to have continued growth in our cinema segment with the recovery of movie industry from the impact of the pandemic.

Consequently, we incurred a gross loss of $1,322,700 for the six months ended February 28, 2023, compared to a gross profit of $426,866 for the six months ended February 28, 2022. Similarly, for the three months ended February 28, 2023, we recorded a gross loss of $613,609, compared to a gross profit of $1,113,433 for the same period in 2022. The decrease in gross profit for both the three and six months ended February 28, 2023, as compared to the same period last year, was primarily due to the absence of sales of copyrights and broadcast rights during the current period, as well as higher costs associated with amortizing movie broadcast rights and MFT MMM platform.

We expect to generate increased revenue in the future by selling movie and TV drama copyrights and broadcast rights, achieving enough customers to start subscriptions for ABQQ.tv and generating movie tickets and related revenues from our Mt. Kisco movie theatre in New York. We also hope to generate more license revenue from our NFT MMM platform.

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Operating Expenses 

Operating expenses decreased to $945,158 for the six months ended February 28, 2023 from $1,026,971 for the six months ended February 28, 2022. Our operating expenses for six months ended February 28, 2023 consisted of general and administrative expenses of $804,158 and related party salary and wages of $141,000. In contrast, our operating expenses for the six months ended February 28, 2022 consisted of general and administrative expenses of $736,054 and related party salary and wages of $290,917.

Operating expenses decreased to $450,145 for the three months ended February 28, 2023 from $663,004 for the three months ended February 28, 2022. Our operating expenses for three months ended February 28, 2023 consisted of general and administrative expenses of $379,645 and related party salary and wages of $70,500. In contrast, our operating expenses for the three months ended February 28, 2022 consisted of general and administrative expenses of $423,337 and related party salary and wages of $239,667.

We anticipate our operating expenses will increase as we undertake our plan of operations, including increased costs associated with marketing, personnel, and other general and administrative expenses, along with increased professional fees associated with SEC and COVID compliance as our business grows more complex and more expensive to maintain. On the COVID front, we expect that restrictions will ease moving forward, but there may still be setbacks as variants to the virus emerge and governments take lockdown measures in response. These and other costs for COVID expenditures may increase our operational costs in fiscal 2023 at various levels of operation.

Net Loss

We incurred a net loss in the amount of $2,278,329 for the six months ended February 28, 2023, as compared with a net loss of $602,944 for the six months ended February 28, 2022. 

We incurred a net loss in the amount of $1,068,539 for the three months ended February 28, 2023, as compared with a net profit of $449,101 for the three months ended February 28, 2022.

Liquidity and Capital Resources

As of February 28, 2023, we had $535,364 in current assets consisting of cash, prepaid expenses, accounts receivable and other receivables. Our total current liabilities as of February 28, 2023 were $1,318,621. As a result, we have a working capital deficit of $783,257 as of February 28, 2023 as compared with $856,866 as of August 31, 2022.

Operating activities used $664,737 in cash for the six months ended February 28, 2023, as compared with $916,153 used in cash for the same period last year.

Our negative operating cash flow for the six months ended February 28, 2023 was mainly the result of our net loss combined with operating changes in accounts receivable, purchase of movie and TV series broadcast right and copyright and accounts payable and accrued liabilities, offset by the amortization of intangible assets and consulting fees paid in stock. Our negative operating cash flow for six months ended February 28, 2022 was mainly the result of our net loss combined with operating changes in other receivable and purchase of movie and TV series broadcast rights and copyrights, offset by amortization of intangible assets and executive salaries and consulting fees paid in stock.

We had no investing activities for six months ended February 28, 2023 and 2022.

Financing activities provided $746,398 for the six months ended February 28, 2023, as compared with $915,554 provided in financing activities for the six months ended February 28, 2022. Our positive financing cash flow for the six months ended February 28, 2023 and 2022 was mainly the result of proceeds from issuance of our common shares, preferred shares, and the increase in due to stockholders.  

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Going Concern

Our unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of February 28, 2023, the Company had an accumulated deficit of approximately $11.1 million and a working capital deficit of approximately $0.8 million. For the six months ended February 28, 2023, the Company incurred a net loss of approximately $2.3 million and the net cash used in operations was approximately $0.7 million. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations.

The future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will continue to provide the additional cash to meet the Company’s obligations as they become due. The Company also intends to fund operations through cash flow generated from the operations, including the expected ticket sales from Mt. Kisco movie theatre, equity financing, debt borrowings, and additional equity financing from outside investors, to ensure sufficient working capital. However, no assurance can be given that additional financing, if required, would be available on favorable terms or at all. If we are not able to secure additional funding, the implementation of our business plan will be impaired.

These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

Off Balance Sheet Arrangements

As of February 28, 2023, there were no off-balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies are set forth in Note 2 to the financial statements.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.  

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending August 31, 2023: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended February 28, 2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

See Risk Factors contained in our Form 10-K filed with the SEC on December 8, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  

The Company had the following equity activities during the three months ended February 28, 2023:

Conversion of Series C preferred shares to common shares

During the three months ended February 28, 2023, the Company issued total 221,354,447 common shares as the result of the conversion of total 81,075 Series C preferred shares.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits
Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 formatted in Extensible Business Reporting Language (XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on the dates below on its behalf by the undersigned thereunto duly authorized.

AB INTERNATIONAL GROUP CORP.

By:	/s/ Chiyuan Deng
	Chief Executive Officer, Principal Executive Officer
	April 14, 2023

By:	/s/ Jianli Deng
	Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director
	April 14, 2023

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