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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 1, 2023

 

AB International Group Corp.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55979 37-1740351
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

144 Main Street,

Mt. Kisco, NY

 

 

10549

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (914) 202-3108

 

48 Wall Street, Suite 1009, New York, NY 10005

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.      [ ]

 

  
 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information and disclosures set forth in Item 5.03 hereof are incorporated by reference into this Item 3.03 in their entirety.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Company previously designated 20,000 shares of preferred stock as Series B Preferred Stock (January 2021), 1,000,000 shares of preferred stock as Series C Preferred Stock (January 2021) and 5,075 of preferred stock as Series D Preferred Stock (March 2021).

On December 1, 2023, the Company’s CEO and director, Mr. Chiyuan Deng, cancelled his 20,000 shares of Series B Preferred Stock.

Effective on December 1, 2023, due to the fact that no shares of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock effective as of the same date. As a result, the only preferred stock which is currently designated by the Company is the Company’s Series A Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
Description of Exhibit
3.1 Certificate of Withdrawal of Certificate of Designation of Series C Preferred Stock filed with the Secretary of State of Nevada on December 1, 2023
3.2 Certificate of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock filed with the Secretary of State of Nevada on December 1 2023
3.3 Certificate of Withdrawal of Certificate of Designation of Series B Convertible Preferred Stock filed with the Secretary of State of Nevada on December 1, 2023

 

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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 its behalf by the undersigned hereunto duly authorized.

 

AB International Group Corp.

 

 

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer and Chief Financial Officer

Date: December 1, 2023

 

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