UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended~~May 31,~~November 30, 2019

[ ]	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.)

1^st1st Floor, Union Industrial Building, 116 Wai Yip Street Kwun Tong, Kowloon, Hong Kong
(Address of principal executive offices)

(852) 2622-2891
(Registrant’s telephone number)
~~16th Floor, Rich Towes, 2 Blenheim Avenue~~ ~~Tsim Sha Tsui, Kowloon, Hong Kong~~
(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 ~~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)~~fi les). ~~[X]~~[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	[X] 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 [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:4,822,016 common shares as of ~~July 10, 2019~~January 13, 2020

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	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	9
Item 4:	Controls and Procedures	9
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	1110
Item 1A:	Risk Factors	1110
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1110
Item 3:	Defaults Upon Senior Securities	1110
Item 4:	Mine Safety Disclosures	1110
Item 5:	Other Information	1110
Item 6:	Exhibits	1110

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1	Condensed Consolidated Balance Sheets as of ~~May 31,~~November 30, 2019 (unaudited) and August 31, ~~2018;~~2019;
F-2	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2019 and 2018 (unaudited);
F-3	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended November 30, ~~2018, six months ended February 28,~~ 2019 and ~~nine months ended May 31, 2019~~2018 (unaudited);
F-4	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018 (unaudited); and
F-5	Notes to Condensed Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~May 31,~~November 30, 2019 are not necessarily indicative of the results that can be expected for the full year.

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AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

November 30, 2019 August 31, 2019
(Unaudited) (Audited)
ASSETS
Current Assets
    Cash and cash equivalents $ 1,284,821 $ 1,564,750
    Prepaid expenses 12,775 21,971
    Accounts receivable 60,900 35,300
    Related party receivable 22,115 34,994
    Note receivable 2,096,640 1,047,040
    Interest receivable 34,965 8,725
    Receivable on asset disposal —   1,280,000
       Total Current Assets 3,512,216 3,992,779

Fixed assets, net 19,195 20,124
Leasehold improvement, net 122,294 134,523
Intangible assets, net 376,894 413,793
Long-term prepayment 428,800 —
Other assets 15,027 15,027
TOTAL ASSETS $ 4,474,427 $ 4,576,246

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
    Accounts payable and accrued liabilities $ 105,083 $ 116,664
    Convertible note and derivative liability 86,831 —
    Due to shareholder 2,037 2,037
    Tax payable 66,050 64,564
    Other payable 4,032 161,856
Total Current Liabilities 264,033 345,122

Stockholders’ Equity
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 4,822,016 and 147,325,000 shares issued and outstanding, as of November 30, 2019 and November 30, 2018, respectively 4,822 4,822
Additional paid-in capital 6,520,980 6,520,980
Retained earnings (deficit) (1,515,375 ) (1,452,020)
Unearned shareholders' compensation (800,034 ) (842,657)
Total Stockholders’ Equity 4,210,394 4,231,125
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,474,427 $ 4,576,246

May 31, August 31,
2019 2018
(Unaudited) (Audited)

ASSETS
Current Assets
    Cash and cash equivalents $ 416,081 $ 210,202
    Accounts receivable 35,300 9,600
    Related party receivable 44,834 —
    Prepaid expenses 779,229 333,867
       Total Current Assets 1,275,444 553,669

Construction in progress 58,688 —
Intangible assets, net 450,680 641,000
Other assets 14,541 —
TOTAL ASSETS $ 1,799,353 $ 1,194,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
    Accounts payable and accrued liabilities $ 97,121 $ 88,577
    Due to shareholder 2,037 2,037
    Tax payable 55,347 55,347
Total Current Liabilities 154,505 145,961

Stockholders’ Equity
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 177,100,000 and 147,325,000 shares issued and outstanding, as of May 31, 2019 and August 31, 2018, respectively 177,100 147,325
Additional paid-in capital 4,457,743 2,866,868
Retained earnings (deficit) (1,646,829 ) (1,047,386)
Unearned shareholders' compensation (1,343,166 ) (918,100
Total Stockholders’ Equity 1,644,848 1,048,707
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,799,353 $ 1,194,669
The accompanying notes are an integral part of these ~~condensed, unaudited~~ financial statements.

F-1
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AB INTERNATIONAL GROUP CORP.
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Nine Months Ended
May 31, May 31,
2019 2018 2019 2018

Revenue $ 120,227 $ 71,040 $ 272,674 $ 177,152
Cost of revenue 44,452 41,608 124,660 112,830
Gross Profit 75,774 29,432 148,013 64,322

OPERATING EXPENSES
General and administrative expenses 233,281 477,033 363,211 706,330
Related party salary and wages 63,250 10,600 264,334 27,300
      Total Operating Expenses 296,531 487,633 627,545 733,630

OTHER INCOME (EXPENSES)
Loss on sale of intangible assets —   —   (120,000 ) —
Interest income 38 —   88 —
      Total other income (expenses) 38 —   (119,912 ) —

LOSS FROM CONTINUED OPERATIONS
Income Tax Provision —   —   —   —
Net loss from continuing operations (220,719 ) (458,201 ) (599,444 ) (669,308)

Discontinued operations, net of tax benefits
Net income from discontinued operations —   —   —   38,008
Gain/(loss) on sale of intangible assets —   —   —   7,280
INCOME FROM DISCONTINUED OPERATIONS —   —   —   45,288

NET INCOME (LOSS) $ (220,719 ) $ (458,201 ) $ (599,444 ) $ (624,020)

NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.02)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED $ —   $ 0.00 $ —   $ 0.00

NET INCOME PER SHARE: BASIC AND DILUTED $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 159,491,304 71,391,848 151,076,923 44,013,553
Three Months Ended
November 30,
2019 2018

Revenue $ 156,405 $ 74,240
Cost of revenue 52,046 43,448
Gross Profit 104,358 30,792

OPERATING EXPENSES
General and administrative expenses 155,743 101,846
Related party salary and wages 46,373 37,500
      Total Operating Expenses 202,117 139,346

OTHER INCOME (EXPENSES)
Gain on sale of intangible assets —   (120,000)
Interest income 52,488 —
Loss on change in fair value (18,084 ) —
      Total other income (expenses) 34,404 (120,000)

LOSS FROM CONTINUED OPERATIONS
Income Tax Provision —   —
Net loss from continuing operations (63,354 ) (228,554)

NET INCOME (LOSS) $ (63,354 ) $ (228,554)

NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED $ (0.01 ) $ (0.11)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED $ (0.01 ) $ (0.11)

NET INCOME PER SHARE: BASIC AND DILUTED $ (0.01 ) $ (0.11)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 4,822,000 2,134,500

The accompanying notes are an integral part of these ~~condensed, unaudited~~ financial statements
F-2
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AB INTERNATIONAL GROUP CORP.
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)

Common Stock
Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Unearned Shareholders' Compensation Total Equity

Balance - August 31,  2018 147,325,000 $ 147,325 $ 2,866,868 $ (1,047,386 ) $ (918,100 ) $ 1,048,707

Common shares issued to officers for services —   —   —   —   37,500 37,500
Common shares returned for cancelled acquisition of iCrowdU Inc. (40,600,000 ) (40,600 ) —   —   30,600 (10,000)
Net loss —   —   —   (228,554 ) —   (228,554)
Balance - November 30, 2018 106,725,000 106,725 2,866,868 (1,275,939 ) (850,000 ) 847,654

Common shares issued for cash  at $0.02 per share 18,000,000 18,000 342,000 —   —   360,000
Common shares issued to officers for services 20,100,000 20,100 582,900 —   (556,416 ) 46,584
Common shares issued to consultants for services 1,975,000 1,975 57,275 —   —   59,250
Net loss (150,171 ) —   (150,171)
Balance - February 28, 2019 146,800,000 $ 146,800 $ 3,849,043 $ (1,426,110 ) $ (1,406,416 ) $ 1,163,317

Common shares issued for cash  at $0.02 per share 27,000,000 27,000 513,000 —   —   540,000
Common shares issued to officers for services —   —   —   —   63,250 63,250
Common shares issued to consultants for services 3,300,000 3,300 95,700 —   —   99,000
Net loss —   —   —   (220,719 ) —   (220,719)
Balance - May 31,2019 177,100,000 177,100 4,457,743 (1,646,829 ) (1,343,166 ) 1,644,847.64
Common Stock
Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Unearned Shareholders' Compensation Total Equity

Balance - August 31,  2018 147,325,000 $ 147,325 $ 2,866,868 $ (1,047,386 ) $ (918,100 ) $ 1,048,707
Common shares issued to officers for services —   —   —   —   37,500 37,500
Common shares issued for services (40,600,000 ) (40,600 ) —   —   30,600 (10,000)
Net loss (228,554 ) —   (228,554)
Balance - November 30,  2018 106,725,000 $ 106,725 $ 2,866,868 $ (1,275,940 ) $ (850,000 ) $ 847,653

Balance - August 31,  2019 4,822,016 $ 4,822 $ 6,520,980 $ (1,452,020 ) $ (842,657 ) $ 4,231,125
Common shares issued to officers for services —   —   —   —   42,623 42,623
Net loss —   —   —   (63,354 ) —   (63,354)
Balance - November 30,  2019 4,822,016 $ 4,822 $ 6,520,980 $ (1,515,375 ) $ (800,034 ) $ 4,210,394
The accompanying notes are an integral part of these ~~audited~~ financial ~~statements.~~
statements
F-3
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AB INTERNATIONAL GROUP CORP.
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended Three Months Ended
May, 31 November 30,
2019 2018 2019 2018

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (599,444 ) $ (624,020)
Net loss from continuing operations $ (63,354 ) $ (228,554)
Net income from discontinued operations, net of tax benefit —   —
Adjustments to reconcile net income (loss) to net cash from operating activities:
Executive salaries and consulting fees paid in stock 305,584 237,000 42,623 37,500
Depreciation of tangible asset 13,158 —
Amortization of intangible asset 89,904 89,312 36,899 28,600
Loss/(gain) on sales of intangible assets 120,000 (7,280) —   120,000
Impairment of investment in iCrowdU —   —
Changes in operating assets and liabilities:
Accounts receivable (25,700 ) 14,720 (25,600 ) (100)
Receivable on asset disposal 1,280,000 —
Interest receivable (26,240 ) —
Related party receivable (44,834 ) —   12,878 —
Prepaid expenses (455,362 ) 15,000 9,196 (151,100)
Rent security deposit (14,541 ) —
Rent security & electricity deposit —   —
Long-term prepayment (428,800 ) —
Accounts payable and accrued liabilities 95,080 (118,653) (11,582 ) (5,846)
Accrued payroll (86,536 ) (2,500) 86,831 —
Convertible note and embedded derivative liability —   —
Tax payable 1,486 —
Other payable (157,824 ) —
Change in assets (liabilities) from discontinued operations —
Net cash used in operating activities (615,849 ) (396,421) 769,671 (199,500)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investment —   (280,000)
Purchases of intangible asset —   (200,000)
Sales of intangible asset 80,000 253,000 —   80,000
Note receivable (1,049,600 ) —
Investment in iCrowdU —   —
Renovation of an office and an offline display store (58,688 ) —   —   —
Acquisition of intangible asset (99,584 ) —
Net cash provided by investing activities (78,272 ) (227,000)
Development of intangible asset —   —
Net cash used in / (provided by) investing activities (1,049,600 ) 80,000

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from previous shareholder —   —
Proceeds from shareholder —   —
Proceeds from common stock issuances 900,000 1,156,500 —   —
Due to shareholder —   74
Net cash provided by financing activities 900,000 1,156,574 —   —

Net increase (decrease) in cash and cash equivalents 205,879 533,153 (279,929 ) (199,500)
Cash and cash equivalents - beginning of the quarter 210,202 147,164 1,564,750 210,202
Cash and cash equivalents - end of the quarter $ 416,081 $ 680,317 $ 1,284,821 $ 90,702

Supplemental Cash Flow Disclosures
Cash paid for interest $ —   $ —   $ —   $ —
Cash paid for income taxes $ —   $ —   $ —   $ —

Non-Cash Activities:
Common shares returned for cancelled acquisition of iCrowdU $ (10,000 ) $ —   $ —   $ (10,000)
Prepaid expense reversed for cancelled acquisition of iCrowdU $ 10,000 $ —   $ —   $ 10,000
Issuance of common stock for services $ 305,584 $ 237,000
Issuance of common stock for acquisition of Intangible asset $ —   $ 72,000
Common shares issued for acquisition of investment $ —   $ 2,000

The accompanying notes are an integral part of these ~~condensed, unaudited~~ financial ~~statements.~~
statements
F-4
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AB INTERNATIONAL GROUP CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended November 30, 2019 and 2018
(Unaudited)
~~May 31, 2019~~

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 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, our former sole officer, who owned 83% of our outstanding common shares, sold all of his common shares to unrelated investor Jianli Deng. After the stock sale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailer promotions and we planned to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or online watch prices in the China market.

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 to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The 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,~~one year from October 1, 2017 to September 30, 2018, subject to a right to ~~renew for an additional 5 year term.~~renew. We were 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. On October 10, 2017, we completed the payment of ~~all amounts~~$500,000 initial payment amount due under the Agreement. In October, 2018, the term of this sublicensing agreement was renewed and extended until October 31, 2019.

Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology.

We are in the process of using the underlying Technology to create a smartphone video mix app and social video sharing platform. We are developing this new apps for use with iOS and Android smartphones and we expect to launch the app in the end of July 2019. We expect that this new app will transform the way users create and share art talent and fun. The app is expected to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together.” Similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. Today, TikTok is a short video sharing platform. Our Videomix app, yet to be released, is expected to be used as a verb for “enhancing videos synthesis production,” but also as a brand that represents talent, trendiness, youthfulness and funniness.
To better meet our users’ demands for higher quality selfies, we are also planning to launch the Patent (Mobile communication equipment video synthesis production and distribution system) License Program on the end of August 2019. The program markets our Technology to big brand smartphones makers to highlight our patent apps integrate proprietary video synthesis production and distribution system processing algorithms and specialized video processors, which generate high-quality selfies duet video synthesis. We have been in discussion with these smartphone makers about our initiatives and selling points in an effort to increase sales. Revenue from this program are expected to be generated by license fees for each smartphone with this video synthesis production and distribution system function.
~~F-5~~
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Fundamentally, we view ourselves as a mobile Internet company with our core asset being our massive, active and fast-growing user base through registered patent--Mobile communication equipment video synthesis production and distribution system.
We believe that the VideoMix app will become an important part of users’ social lives online. We believe the provision of relevant products, content and services will help us monetize our user base and enable us to create value for our users at the same time. We intend to continue to drive our near-term revenue growth through patent--Mobile communication equipment video synthesis production and distribution system license fees from smartphone makers, since China’s large smartphone market continues to present significant opportunities. Our goal is that at least 10% of smartphones in China will eventually contain this integrated patent function. If we meet this goal, which would equate to around 40 million smartphones, which in turn result in about 200 million RMB in revenue generated from patent license fees. As we have not yet commercialized the app for sale, we do not expect to achieve any revenues until we launch the app and make it available under our program, and we can provide no assurances that we will be able to achieve commercialization or our revenue goals for the app. According to preliminary data of the IDC Quarterly Mobile Phone Tracker, the Chinese smartphone market shipped 105 million units during the second quarter of 2018. Following our successful monetization through smartphones, we have also identified three other major opportunities for monetization, including content use fees, advertising fees, KOL agency fees.
On March 10, 2018, we acquired intellectual property for $200,000 from All In One Media Ltd, previously named as Aura Blocks Ltd. ~~for $200,000.~~ On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common ~~stock.On~~stock. On November 10, 2018, the Company sold this intellectual property ~~from Aura Blocks Limited~~ to China IPTV Industry Park Holdings Ltd. for $80,000.

On March 21, 2018, we acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property.

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We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination.

On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market.

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Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred.

On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements.

On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc.

On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements.

On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement.

On September 5, 2018, the Company entered into an agreement ~~with Aura Blocks Limited~~ to acquire a movie ~~copy right~~copyright for ~~$768,000. The~~$768,000 from All In One Media Ltd, which holds 200,000 common shares of the Company ~~has paid $460,862~~ as of ~~May~~August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura Blocks Limited is $153,600 as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in June, 2019. In August of 2019, the ~~end~~Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of ~~December 2019. This movie will also be included in the video library for the Company’s VideoMix app.~~
$89,538.

In December of 2018, we ~~started~~engaged StarEastnet, a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matching platform ~~(Fan Dou He Pai)~~(Ai Bian Quan Qiu) and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commuting among different events. ~~“Fan Dou He Pai”~~“Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform.
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In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 common shares of the Company, for $422,400 with a gain of $59,792 in August of 2019.
In August of 2019, the Company entered into a one-year loan agreement to lend $1,047,040 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July 31, 2020.
On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited. The term of note receivable is from September 4, 2019 to March 3, 2020. The Company expects to have similar short term note receivables for the next few years.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. ~~No intercompany balances or transactions exist during the period ended May 31, 2019.~~

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 ~~nine months~~ period ended ~~May 31, 2019.~~
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November 30, 2019 and 2018.

Use of Estimates

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

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Foreign Currency Transactions

The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

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Accounts Receivable

Accounts receivable consist of amounts due from ~~promotional services provided.~~Anyone Pictures Limited for the sub-licensing fee revenue. 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 ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018, and no write-off for bad debt were recorded for the ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018.

Prepaid Expenses

Prepaid expenses primarily consist of consulting fees that have been paid in advance ~~installments to acquire a movie copy right, payments to software development companies to develop the VideoMix mobile app,~~ and ~~a prepayment to the Company’s financial adviser.~~prepayments of OTC market annual fee and website domain fee. The prepaid balances are amortized when the related expense is incurred.

Note Receivable
Note receivable is a one-year note bearing annual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the election of the Company, in cash on the Maturity Date, as applicable, or if the note receivable is prepaid earlier, on such prepayment date. Therefore, interest income is recorded along with interest receivable throughout the note period.
Fixed Asset
Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below:
Estimated Useful Life
Furniture 5 years
Appliances 7 years
Leasehold Improvement
Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years.
Intangible Assets

Intangible assets are stated at cost and depreciated as follows:

·● Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years
·● Movie copyrights: income forecast method for a period not to exceed 10 years
·● Patent: straight-line method over the term of 5 years based on the patent license agreement

Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company.
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Revenue Recognition
The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method.
In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
● the contract with a customer;
● identify the performance obligations in the contract;
● determine the transaction price;
● allocate the transaction price to performance obligations in the contract; and
● recognize revenue as the performance obligation is satisfied.
The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation.
The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching.
The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users.
The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis.
Leasing
The Company has operating leases for an office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term.
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.
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The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Accounting for Derivative Instruments
The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet.
The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses.
Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At ~~May 31,~~November 30, 2019, there was unrecognized tax benefits. Please see Notes 812 for details.
Value-Added Taxes
~~Revenue Recognition~~
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
· ~~the contract with a customer;~~
· ~~identify the performance obligations in the contract;~~
· ~~determine the transaction price;~~
· ~~allocate the transaction price to performance obligations in the contract; and~~
· ~~recognize revenue as the performance obligation is satisfied.~~

The Company ~~has recognized~~generates revenue in People's Republic of China (PRC) via the ~~revenues associated~~“Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with ~~mobile app sales once the criteria has been met, the product has been delivered, and~~PRC law, the Company ~~has received payment~~is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable.
For the three months ended November 30, 2019, the Company’s revenue generated from the ~~vendor.~~“Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable. The Company did not incur any VAT tax for the three months ended November 30, 2018 as the “Ai Bian Quan Qiu” platform did not start generating revenue until February, 2019.
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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 as of ~~May 31,~~November 30, 2019 and August 31, ~~2018.~~
~~NOTE 3 – GOING CONCERN UNCERTAINTIES~~2019.

The ~~accompanying~~earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018.
In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.
In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial ~~statements have been prepared assuming that~~position and results of operations.
In March 2018, the ~~Company will continue as a going concern,~~FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which ~~contemplates~~expresses the ~~realization~~view of ~~assets and~~ the ~~discharge~~staff regarding application of ~~liabilities~~Topic 740, Income Taxes, in the ~~normal course of business for~~reporting period that includes December 22, 2017 – the ~~foreseeable future.~~
date on which the Tax Cuts and Jobs Act was signed into law. The Company ~~had an accumulated deficit~~has evaluated and concluded that there was no impact on its consolidated financial position and results of ~~$1,646,829 as~~operations.
In June 2018, the FASB issued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of ~~May 31,~~Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and ~~net loss~~interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of ~~$599,444 and net cash used in operations of $615,849 for~~Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the ~~nine months ended May 31, 2019. Losses have principally occurred as a result~~adoption of the ~~substantial resources required for general~~amendment to have a material impact on its consolidated financial position and ~~administrative expenses associated with our~~results of 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 with 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 conditions raise substantial doubt about 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.
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In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures.
NOTE ~~4 –PREPAID~~3 – PREPAID EXPENSES
On June 1, 2018, the Company entered into an agreement with an outside phone apps designer to develop a VideoMix smartphone app for video synthesis and sharing. The first payment of $307,200 to the app designer was recorded as prepaid expense. As of May 31, 2019, the Company has completed the VideoMix development and entered into testing procedures.
~~On September 5, 2018, the Company acquired a movie copy right from Aura Blocks Limited at a purchase price of $768,000. The Company has paid $460,862 as of May 31, 2019.~~

Prepaid expense as of ~~May 31,~~November 30, 2019 includes ~~$307,200 payment to the designer to develop the VideoMix phone app, $460,862 payment to acquire the movie copy right, $9,167~~$4,167 prepaid consulting fees, ~~net of amortization, and $2,000~~$8,000 prepayment of ~~financial advisor~~OTC market annual fee, and $608 prepaid website and domain fee.

NOTE 4 – NOTE RECEIVABLE
Note receivable relates to two loan agreements entered with All In One Media, previously named as Aura Blocks Limited, in August and September of 2019, respectively. The note receivable entered in August, 2019 is a one-year loan of $1,047,040 the Company lent to All In One Media Ltd at an annual interest rate of 10%. The loan principal is due on July 31, 2020. The note receivable entered in September, 2019 lent $1,049,600 at an annual interest rate of 10% to All In One Media Ltd with a term from September 4, 2019 to March 3, 2020. As of November 30, 2019 and August 31, 2019, the Note receivable balance is $2,096,640 and $1,047,040, respectively and the interest receivable balance is $34,965 and $8,725, respectively. For the three months ended November 30, 2019, the Company has generated interest income of $52,416 for these two note receivables.
NOTE 5 – ~~DISCONTINUED OPERATIONS~~LEASEHOLD IMPROVEMENT

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 nine months ended May 31, 2019 and 2018 which are included in the gain from discontinued operations:~~
Nine months ended
May 31,
2019 2018
Revenue $ —   $ 49,920
Cost of revenue —   11,912
Income Tax Provision —   —
Gain from discontinued operations $ —   $ 38,008
~~NOTE 6 – CONSTRUCTION IN PROGRESS~~
~~Construction in progress~~Leasehold improvement relates to renovation and upgrade of an office and an offline display store. ~~The Company has paid $58,688~~There is a total cost of $165,760 due to the construction company, including $146,752 for renovation of the office and the store and $19,008 related to office furniture and appliances the construction company purchased on behalf of the Company. As of November 30, 2019, the Company has paid $165,312 to the construction company with a remaining unpaid balance of $448 recorded in other payable. As the renovation is completed as of ~~May 31, 2019. This~~November 30, 2019, the Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. The leasehold improvement is ~~expected to be completed in July, 2019.~~depreciated over 3 years which equal the terms of the operating lease for renting an office.

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NOTE 76 – INTANGIBLE ASSETS

As of ~~May 31,~~November 30, 2019, and August 31, ~~2018,~~2019, the balance of intangible assets are as follows;

May 31, 2019 August 31, 2018 November 30, 2019 August 31, 2019
Patent $ 500,000 $ 500,000 $ 500,000 $ 500,000
Intellectual property: Aura —   200,000 —   —
Intellectual property: Kryptokiosk 72,000 72,000 72,000 72,000
Wechat official account 99,584 —   99,584 99,584
Total cost 671,584 772,000 671,584 671,584
Accumulated amortization (220,904 ) (131,000) (294,690 ) (257,791)
Intangible asset, net $ 450,680 $ 641,000 $ 376,894 $ 413,793

Amortization expenses for ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018 was ~~$89,904~~$36,899 and ~~$89,312,~~$28,600 respectively.
NOTE 7 - LONG-TERM PREPAYMENT
In September 2019, the company entered into an agreement with its related party Youall Perform Services Ltd. for upgrading software of the “Ai Bian Quan Qiu” platform at a cost of $128,000. $108,800 has been paid as of November 30, 2019 and booked as long-term prepayment.
In November 2019, the company acquired two movie copyrights at a price of $256,000 for “Lushang” and $115,200 for “Qi Qing Kuai Che.” $256,000 is fully paid for the movie Lushang and $64,000 is paid for the movie Qi Qing Kuai Che. The estimated earliest release date of these two movies will be in the third quarter of FY2021.
NOTE 8 - CONVERTIBLE NOTE

On November ~~10, 2018,~~18, 2019, the Company ~~sold~~closed a private financing with EMA Financial, LLC (“EMA Financial” or the ~~$200,000 intellectual property~~“Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $250,000, and upon issuance, the Company is expected to receive net proceeds of $228,333 after subtracting an original issue discount of $21,667 per the Note agreement. This Note carries a prorated original issue discount of up to $21,667 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note.
As part of initial closing the outstanding principal amount shall be $75,000 and the Holder shall pay $68,500 of the consideration (the “First Tranche”). Out of $68,500 consideration, the Company has received $64,737 cash from ~~Aura Blocks Limited~~EMA Financial with the remaining $3,763 spent as legal expense for ~~$80,000~~note issuance and due diligence fees.
The term of the convertible note is 9 months with the maturity date on August 18, 2020. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date.
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The following table summarizes the convertible note and derivative liability in the balance sheet at November 30, 2019:
Balance, August 31, 2019 $ —
Principal $ 75,000
Discount on Note issuance $ (6,500)
Accrued interest expense $ 247
Derivative liability $ 18,084
Balance, November 30, 2019 $ 86,831
The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used during the three months ended November 30, 2019 include (1) risk-free interest rates of 1.62%, (2) expected equity volatility of 72.4%, (3) zero dividends, (4) remaining term 0.72 years, (5) discount for lack of marketability of 35% (6) conversion prices as set forth in the convertible note agreement, and (7) the common stock price of the underlying share on the valuation dates.
The Company recognizes day one loss due to convertible feature of $18,084 in the income statement for the three months ended November 30, 2019.
NOTE 9 – OTHER PAYABLE
Other payable primarily consists of $3,584 payable for a ~~realized loss of $120,000.~~cloud hosting service, and $448 remaining payment for the office renovation.

NOTE 810 – 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 ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018, ~~a shareholder paid an invoice of $74 on behalf of the Company. During the nine months ended May 31, 2019,~~ there are no such related party transactions.

The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreement is for a term of 5 years commencing on the effective date on June 1, 2017. The Company has already paid the licensor a non-refundable, up-from payment of $500,000 and shall pay a royalty of 20% of the gross revenue realized from the sale of licensed products and sub-licensing of this patent every year. The royalty expenses during the ~~nine-month~~three months ended ~~May 31,~~November 30, 2019 and 2018 are ~~$45,568~~$15,360 and ~~$35,430,~~$14,848, respectively.

In December, 2018, the Company appointed Brandy Gao as Chief Financial Officer and issued 100,000 shares as compensation. In February 2019, the Company appointed Linqing Yeas Chief Operational Officer and Lijun Yu as Chief Marketing Officer, and issued 10,000,000 shares to each of them as compensation. During the ~~nine months~~three month ended ~~May 31,~~November 30, 2019, ~~$264,334~~$42,623 was paid to ~~five~~six executives in the form of stock-based ~~compensation.~~compensation and $3,750 cash salary was paid to the Chief Financial Officer.

As of ~~May 31,~~November 30, 2019, the company has ~~$44,834~~$22,115 related party receivable from Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng. Youall Perform Services Ltd collected revenue from the performance matching platform ~~(Fan Dou He Pai)~~(Ai Bian Quan Qiu) on behalf of the Company.
In September 2019, the company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) 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 of November 30, 2019. 2) The Company will pay Youall Perform Services Ltd. 10% of the revenue generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax and tax surcharge and foreign transaction fee Youall Perform Services Ltd. has been paying on behalf of the Company.

The Company rented an office from Zestv Studios Ltd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of ~~$16,512 for~~$5,504 as there is a ~~security deposit~~one-month lag in payment of ~~$11,008 and~~ the ~~first month’s rent of $5,504.~~office rent.

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NOTE 9–11 – EQUITY

Effective as of June 6, 2018, AB International Group Corporation amended its Articles of Incorporation to increase its authorized common stock to One Billion (1,000,000,000) shares, par value $0.001 per share.

During the ~~nine months~~year ended ~~May~~August 31, 2019, the following 40,600,000 common shares were returned to the Company due to the termination of the Investor Agreement to acquire 51% ownership of iCrowdU Inc:

·● 2,000,000 shares for acquisition of shares of iCrowdU as collateral and 8,000,000 shares as consideration.

·● 20,200,000 issued to Alexander Holtermann for employment as Chief Executive Officer, 10,200,000 to Ian Wright for employment as Chief Operational Officer, and 200,000 to Eichbaum Financial Reporting Services Inc. for consulting fees.

In June, 2019, the Company incurred a 50:1 common reverse stock split. Prior to approval of the reverse split the Company had a total of 177,100,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the reverse split, the Company has a total of 3,602,016 issued and outstanding shares of common stock, par value $0.001.
Upon the Reverse Split becoming effective, the par value per share of common stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to our common stock will be reduced proportionally, based on the exchange ratio of the Reverse Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The net income or loss and net book value per share of common stock will be increased, because there will be fewer shares of common stock outstanding.
The Company issued the following common shares during ~~nine months~~year ended ~~May~~August 31, 2019:

·● 1,975,000 shares issued for consulting services of $59,250 to two third-party ~~consultants.~~consultants during Q1, 2019 and 3,300,000 common shares for consulting services of $99,000 to nine third-party consultants during Q3, 2019

· ~~18,000,000 common shares to five unrelated parties for proceeds of $360,000.~~
·● 20,100,000 shares for services offrom officers: 10,000,000 issued to Linqing Ye for employment as Chief Operational Officer, 10,000,000 issued to Lijun Yu for employment as Chief Marketing Officer, 100,000 to Brandy Gao for employment as Chief Financial Officer.

·● ~~3,300,000~~18,000,000 common shares issued at $0.02 per share to five unrelated parties for ~~consulting services~~proceeds of ~~$99,000 to nine third-party consultants.~~$360,000 during Q2, 2019. The five unrelated parties include Anyone Pictures Limited, Kangdi Liu, Lijun Yu, Zestv Features Limited, and All In One Media Limited.

·● ~~27,000,000~~13,000,000 common shares issued at $0.02 per share to ~~one related~~three unrelated parties, including 3,000,000 to Kangdi Liu and 10,000,000 Bonus Media Investment Limited during Q3, 2019 for total proceeds of $260,000 during Q3, 2019.
● 3,000,000 common shares issued at $0.02 per share to an unrelated third party Zestv Features Limited in Q4, 2019 before the 50:1 reverse stock split for a total proceed of $60,000.
● 20,000,000 common shares to the Chief Executive Officer Chiyuan Deng with 14,000,000 issued at $0.02 per share in Q3, 2019 and ~~two unrelated parties, Kangdi Liu and Bonus Media Investment Limited,~~600,000 shares issued at $2 per share in Q4, 2019 after the 50:1 reverse stock split for total cash proceeds of ~~$540,000.~~$1,480,000.
● 620,000 common shares issued at $2 per share after the reverse stock split to five unrelated party, including 100,000 to All In One Media Limited, 60,000 to KangDi Liu, 130,000 to Anyone Pictures Limited, 165,000 to StarEastNet, and 165,000 to Baoyu Chen, for total proceeds of $1,240,000

~~As of May 31, 2019 and August 31, 2018, 177,100,000 and 147,325,000~~There are no common shares issued during the three months ended November 30, 2019. The Company has 4,822,016 issued and outstanding shares of common stock as of November 30, 2019 and August 31, 2019. These common shares were held by approximately ~~512 and 32~~513 shareholders of record ~~respectively.~~at November 30, 2019 and August 31, 2019.
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NOTE ~~10–~~12 – INCOME TAXES
~~As of May 31, 2019, the Company had no net operating loss carry forwards. Due to the change in control during the year, the Company determined there are no loss carry forward amounts.~~

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act. The Company’s financial statements for the ~~nine months~~year ended ~~May~~August 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes.

Components of net deferred tax assets, including a valuation allowance, are as follows as of ~~May 31,~~November 30, 2019 and August 31, ~~2018:~~2019:

May 31,   2019 August 31, 2018 November 30, 2019 August 31, 2019
Deferred tax asset attributable to:
Net operating loss carry over $ 263,819 $ 149,948 $ 203,848 $ 201,056
Less: valuation allowance (263,819 ) (149,948) (203,848 ) (201,056)
Net deferred tax asset $ —   $ —   $ —   $ —

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The valuation allowance for deferred tax assets was ~~$263,819~~$203,848 as of ~~May 31,~~November 30, 2019 and ~~$149,948~~$201,056 as of August 31, ~~2018.~~2019. 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 ~~May 31,~~November 30, 2019 and August 31, ~~2018.~~2019.

Reconciliation between the statutory rate and the effective tax rate is as follows ~~at May 31,~~for the three months ended November 30, 2019 and ~~August 31,~~ 2018:
Three months ended
November 30,
2019 2018
Federal statutory tax rate 21 % 21%
Change in valuation allowance (21 %) (21%)
Effective tax rate 0 % 0%
The Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject to a tax rate of 16.5%.

During the three months ended November 30, 2019 and 2018, the Company and its subsidiary have incurred a loss of ($63,354) and ($228,554), respectively. As a result, the Company and its subsidiary did not incur any income tax during the three months ended November 30, 2019 and 2018.
2019 2018
Federal statutory tax rate 21 % 21%
Change in valuation allowance (21 %) (21%)
Effective tax rate 0 % 0%
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NOTE 1113 – CONCENTRATION RISK

~~64%~~49% and 100% of revenue was generated from one customer during the ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018, respectively.

100% of account receivables was due from one customer as of ~~May 31,~~November 30, 2019 and ~~August 31,~~November 30, 2018.

NOTE 1214 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company leases office premises and a display store under non-cancelable operating lease agreements with an option to renew the lease. The rental expense for the ~~nine~~three months ended ~~May 31,~~November 30, 2019 and 2018 was ~~$12,569~~$20,045 and $0 respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of ~~$256,435~~$229,120 as of ~~May~~August 31, 2019, of which ~~$56,397~~$87,245 was within one year.

Future lease commitments

2019
$ 56,397
2020 $ 87,245
2021 $ 87,245
2020 $ 25,549
Total $ 256,435
FY 2020 $ 87,245
FY 2021 $ 87,245
FY 2022 $ 54,630
Total $ 229,120
NOTE 1315 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to ~~May~~August 31, 2019 to the date these financial statements were issued.

On ~~June 17,~~December 13, 2019, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership (“Peak One”), pursuant to which we ~~conducted~~issued and sold to the Peak One a ~~one for fifty reverse stock split~~convertible promissory note, dated December 9 2019 in the principal amount of ~~our outstanding common stock. Prior to approval~~$85,000 (the “Note”). On December 18, 2019, the Company received $65,312 less fees and commissions. In connection with the issuance of the ~~reverse split we had~~Note, the Company granted Peak One a ~~total of 177,100,000 issued and outstanding~~five-year cashless warrant (the “Warrant”) to purchase 10,000 shares of common stock ~~par value $0.001. On the effective date~~at an exercise price of ~~the reverse split, we have a total of to 3,542,000 issued and outstanding shares of common stock, par value $0.001.~~$10 per share.

~~During July of~~On December 19, 2019, the Company ~~obtained a new round~~paid off the balance of ~~financing~~$51,200 to All In One Media Limited for ~~$2.5 million. As~~acquiring the movie copyright of ~~July 15, 2019,~~“Qi Qing Kuai Che”.
On January 2, 2020, the Company ~~has received~~entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which the ~~full~~Company issued and sold to the Auctus a convertible promissory note, dated December 31, 2019, in the principal amount of ~~$2.5 million financing.~~$75,000. The Company received $59,250 less fees and commissions.
On January 9, 2020, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC., a New York limited company (“Crown”), pursuant to which the Company issued and sold to Crown a convertible promissory note, dated January 8, 2020, in the principal amount of $121,500. The Company received $35,000 as the first tranche less fees and commissions.

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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.

Overview

AB International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 ("Inception") and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company's fiscal year end is August 31.

On January 22, 2016, our former sole officer, who owned 83% of our outstanding common shares, sold all of his common shares to unrelated investor Jianli Deng. After the stock sale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailer promotions and we planned to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or online watch prices in the China market.

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 to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The 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 were 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. On October 10, 2017, we completed the payment of all amounts due under the Agreement.

Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology.

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We are in the process of using the underlying Technology to create a smartphone video mix app and social video sharing platform. We are developing this new apps for use with iOS and Android smartphones and we expect to launch the app sometime in the ~~end~~beginning of ~~July, 2019~~.next year. We expect that this new app will transform the way users create and share art talent and fun. The app is expected to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together.” Similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. Today, the word “Meitu” is used as a verb for “enhancing images”, amd TikTok is a short video sharing platform. Our Videomix app, yet to be released, is expected to be used as a verb for “enhancing videos synthesis production,” but also as a brand that represents talent, trendiness, youthfulness and funniness.

To better meet our users’ demands for higher quality selfies, we are also planning to launch the Patent~~(Mobile~~ (Mobile communication equipment video synthesis production and distribution system) License ~~Program on the end of August 2019.~~Program. The program markets our Technology to big brand smartphones makers to highlight our patent apps integrate proprietary video synthesis production and distribution system processing algorithms and specialized video processors, which generate high-quality selfies duet video synthesis. We have been in discussion with these smartphone makers about our initiatives and selling points in an effort to increase sales. Revenue from this program ~~are expected to~~will be generated by license fees for each smartphone with this video synthesis production and distribution system function.

Fundamentally, we view ourselves as a mobile Internet company with our core asset being our massive, active and fast-growing user base through registered patent--Mobile communication equipment video synthesis production and distribution system.

We believe that the VideoMix app will become an important part of users’ social lives online. We believe the provision of relevant products, content and services will help us monetize our user base and enable us to create value for our users at the same time. We intend to continue to drive our near-term revenue growth through patent--Mobile communication equipment video synthesis production and distribution system license fees from smartphone makers, since China’s large smartphone market continues to present significant opportunities. Our goal is that at least 10% of smartphones in China will eventually contain this integrated patent function. If we meet this goal, which would equate to around 40 million smartphones, which in turn result in about 200 million RMB in revenue generated from patent license fees. As we have not yet commercialized the app for sale, we do not expect to achieve any revenues until we launch the app and make it available under our program, and we can provide no assurances that we will be able to achieve commercialization or our revenue goals for the app. According to preliminary data of the IDC Quarterly Mobile Phone Tracker, the Chinese smartphone market shipped 105 million units during the second quarter of 2018. Following our successful monetization through smartphones, we have also identified three other major opportunities for monetization, including content use fees, advertising fees, KOL agency fees.

On March 10, 2018, we acquired intellectual property from Aura Blocks Ltd. for $200,000. On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common stock. ~~On November 10, 2018, the Company sold this intellectual property from Aura Blocks Limited to China IPTV Industry Park Holdings Ltd. for $80,000.~~

On March 21, 2018, we acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property.

We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and ~~cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from~~

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cryptocurrencies price went down.. The IP, however, was never transferred to us, We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this ~~quartery~~annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination.

On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market.

Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred.

On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements.

On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc.

On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements.

On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement.

On September 5, 2018, the Company entered into an agreement with Aura Blocks Limited to acquire a movie copy right for $768,000 and paid $153,600 of the total balance. In December of 2018, another payment of $153,662 was made. The remaining balance to Aura Blocks Limited is $460,738. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in the end of December ~~2019 .~~2019. This movie will also be included in the video library for the Company’s VideoMix app.
On September 5, 2018, the Company entered into an agreement with Aura Blocks Limited to acquire a movie copyright for $768,000. The remaining balance to Aura Blocks Limited is $153,600 as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in the end of December 2019. This movie will also be included in the video library for the Company’s VideoMix app.

In December of 2018, we started developing a performance matching platform ~~(Fan Dou He Pai)~~“Ai Bian Quan Qiu” and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commuting among different events. ~~“Fan Dou He Pai”~~“Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform.

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In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 common shares of the Company, for $422,400 with a gain of $59,792 in August of 2019.
In August of 2019, the Company entered into a one-year loan agreement to lend $1,047,040 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July 31, 2020. The Company expects to have similar short term note receivables for the next few years.
On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited. The term of note receivable is from September 4, 2019 to March 3, 2020. The Company expects to have similar short term note receivables for the next few years.
Results of Operations

Revenues

Our total revenue reported for the three months ended ~~May 31,~~November 30, 2019 was ~~$120,227,~~$156,405, compared with ~~$71,040~~$74,240 for the three months ended ~~May 31, 2018. Our total revenue reported for the nine months ended May 31, 2019 was $272,674, compared with $177,152 for the nine months ended May 31,~~November 30, 2018. The increase in revenue for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2019 over the same periods ended 2018 is attributable to increased revenue from sublicensing the VideoMix patent to Anyone Pictures Limited and the new revenue stream of performance matching service fees generated from the Fan Dou He Pai Wechat Official account.

We expect to continue to achieve steadily increasing revenues within the coming months. However, as we are a start-up, we have limited operating history to rely upon and we cannot guarantee that our business plan will be ~~successful~~successful.

Our cost of revenues was ~~$44,452~~$52,046 for the three months ended ~~May 31,~~November 30, 2019, as compared with ~~$41,608~~$43,448 for the same period ended ~~May 31, 2018. Our cost of revenues was $124,660 for the nine months ended May 31, 2019, as compared with $112,830 for the same period ended May 31,~~November 30, 2018.

As a result, we had gross profit of ~~$75,774~~$104,358 for the three months ended ~~May 31,~~November 30, 2019, as compared with gross profit of ~~$29,432~~$30,792 for the same period ended ~~May 31, 2018. We had gross profit of $148,013 for the nine months ended May 31, 2019, as compared with gross profit of $64,322 for the same period ended May 31,~~November 30, 2018.

We had a gross profit margin of ~~63% and 54%~~67% for the three ~~and nine month~~months ended ~~May 31,~~November 30, 2019, ~~respectively,~~ an increase from 41% ~~and 36%~~ over the same ~~periods~~period ended ~~2018, respectively.~~2018. The reason for the increase in our gross profit margin in 2019 over 2018 is attributable to revenue from the Wechat Official account for the Fan Dou He Pai performance matching platform that started generating revenue in February, ~~2019.~~2019 .

Operating Expenses

Operating expenses ~~decreased~~increased to ~~$296,531~~$202,117 for the three months ended ~~May 31,~~November 30, 2019 from ~~$487,633~~$139,346 for the three months ended ~~May 31, 2018. Operating expenses decreased to $627,545 for the nine months ended May 31, 2019 from $733,630 for the nine months ended May 31,~~November 30, 2018.

Our operating expenses for the ~~nine~~three months ended ~~May 31,~~November 30, 2019 consisted of general and administrative expenses of ~~$363,211~~$155,743 and related party salary and wages of ~~$264,334.~~$46,373. In contrast, our operating expenses for the same period ended ~~May 31,~~November 30, 2018 consisted of general and administrative expenses of ~~$706,330~~$72,862 and related party salary and wages of ~~$27,300.~~$66,484. The detail by major category is reflected in the table below.

Nine Months Ended
May 31,
2019 2018

General and Administrative Expenses 363,211 706,300

Related Party Salary and Wages 264,334 27,300

Total Operating Expense $ 627,545 $ 733,630

Three Months Ended
November 30,
2019 2018

General and Administrative Expenses 155,743 101,846

Related Party Salary and Wages 46,373 37,500

Total Operating Expense $ 202,117 $ 139,346

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The main reason for the ~~decrease~~increase in operating expenses is attributable to ~~reduced consultancy fees of discontinued business.~~
~~Our related party salary and wages~~ increased ~~by $237,034 mainly as a result of $147,334 in~~professional service fee, stock based compensation expense, ~~to five executives during nine months ended May 31, 2019 whereas $0 during nine months ended May 31, 2018.~~salary, rent, and depreciation of leasehold improvement and fixed asset .

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 compliance as our business grows more complex and more expensive to maintain.

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Other ~~Expenses~~Income (Expenses)
We had other income of $34,404 for the three months ended November 30, 2019, as compared with other expenses of $120,000 for the same period ended 2018. Our other income for 2019 is the result of interest income of $52,488 in connection with our loans to All In One Media, previously named as Aura Blocks Limited, in August and September of 2019, respectively, offset by $18,084 loss on change in fair value of derivative liability. The note receivable entered in August, 2019 is a one-year loan of $1,280,000 the Company lent to All In One Media Ltd at an annual interest rate of 10%. The note receivable entered in September, 2019 is a loan of $1,049,600 at an annual interest rate of 10% to All In One Media Ltd with a term from September 4, 2019 to March 3, 2020. Our other expense for the three months ended November 30, 2018 is the result of the sale of intellectual property. On November 10, 2018, the Company sold the $200,000 intellectual property from All In One Media, previously named as Aura Blocks Limited for $80,000 with a realized loss of $120,000. We recorded this realized loss as other expenses in the amount of $120,000 for the ~~nine month ended May 31, 2019, which we did not experience in any other period presented.~~
~~Income from 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 Condensed 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 nine~~three months ended ~~May 31, 2019 and 2018 which are included in the gain from discontinued operations:~~November 30, 2018.

Three Months Ended
May 31,
2019 2018
Revenue $ —   $ 49,920
Cost of revenue —   11,912
Income Tax Provision —     —
Gain from discontinued operations $ —   $ 38,008
Net (Loss) Income

We incurred a net loss in the amount of ~~$220,719~~$63,354 for the three months ended ~~May 31,~~November 30, 2019, as compared with a net loss of ~~$458,201~~$228,554 for the same period ended ~~May 31, 2018. We incurred a net loss in the amount of $599,444 for the nine months ended May 31, 2019, as compared with a net loss of $624,020 for the same period ended May 31,~~November 30, 2018.

Liquidity and Capital Resources

As of ~~May 31,~~November 30, 2019, we had ~~$1,275,444~~$3,512,216 in current assets consisting of cash, prepaid expenses, accounts receivable, related party receivable, note receivable and ~~prepaid expenses.~~interest receivable. Our total current liabilities as of ~~May 31,~~November 30, 2019 were ~~$154,505.~~$264,033. As a result, we have working capital of ~~$1,120,939~~$3,248,183 as of ~~May 31,~~November 30, 2019.

Operating activities ~~used $615,849~~provided $769,671 in cash for the ~~nine~~three months ended ~~May 31,~~November 30, 2019, as compared with ~~$396,421~~$199,500 used in cash provided for the same period ended ~~May 31,~~November 30, 2018. Our ~~negative~~positive operating cash flow in 2019 was mainly the result of our ~~net loss~~receivable of ~~$599,444 and changes~~$1,280,000 on asset disposal in ~~prepaid expenses of $455,362, offset mainly executive salaries and consultant fees paid in stock of $305,584.~~connection with our loan to All In One Media. Our negative operating cash flow in 2018 was mainly the result of our net loss of ~~$624,020,~~$228,554 and change in our ~~accounts payable and accrued liabilities~~prepaid expenses of ~~$118,653, offset mainly amortization of intangible assets of $237,000.~~$151,100.

Investing activities used ~~$78,272~~$1,049,600 in cash for the ~~nine~~three months ended ~~May 31,~~November 30, 2019, as compared with ~~$227,000 used~~$80,000 provided for the same period ended ~~May 31,~~November 30, 2018. Our negative investing cash flow for ~~May 31,~~November 30, 2019 was the result of ~~$58,688 in office and display store renovations and $99,584 in~~a $1,049,000 note receivable. Our positive investing cash flow for November 30, 2018 was the ~~acquisition~~result of ~~intangible assets, offset by~~ $80,000 in the sale of intangible assets. ~~Our negative investing cash flow for May 31, 2018 was the result of $280,000 in investment purchases and $200,000 in intangible assets.~~

~~Financing activities provided $900,000 from the sale of common stock for the nine months ended May 31, 2019, as compared with $1,156,574 provided from the sale of common stock in~~We did not have any financing activities ~~for~~during the ~~same period~~quarters ended ~~May 31,~~November 30, 2019 and 2018.
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There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As of ~~May 31,~~November 30, 2019, there were no off balance sheet arrangements.

~~Going Concern~~
The Company had an accumulated deficit of $1,646,829 as of May 31, 2019 and net loss of $599,444 and net cash used in operations of $615,849 for the nine months ended May 31, 2019. 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 with 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 conditions raise substantial doubt about 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.
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.

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Recently Issued Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2018. 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 ~~May 31,~~November 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
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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 ~~May 31,~~November 30, 2019, 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, ~~2019:~~2020: (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.

~~We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.~~
Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~May 31,~~November 30, 2019 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:~~1A. Risk Factors

See Risk Factors contained in our Form 10-K filed with the SEC on ~~December 10, 2018.~~October 22, 2019.

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

~~The Company issued the following common shares during nine months ended May 31, 2019:~~None
§ ~~39,500 shares for consulting services of $59,250 to two third-party consultants.~~
§ ~~360,000 common shares to five unrelated parties for proceeds of $360,000.~~
§ 402,000 shares for services of officers: 200,000 issued to Linqing Ye for employment as Chief Operational Officer, 200,000 issued to Lijun Yu for employment as Chief Marketing Officer, 2,000 to Brandy Gao for employment as Chief Financial Officer.
§ ~~66,000 common shares for consulting services of $99,000 to nine third-party consultants.~~
§ ~~540,000 common shares to one related party, the Chief Executive Officer Chiyuan Deng, and two unrelated parties, Kangdi Liu and Bonus Media Investment Limited, for proceeds of $540,000.~~
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

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 November 30, 2019 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith

~~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 May 31, 2019 formatted in Extensible Business Reporting Language (XBRL).~~
**Provided herewith
11
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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, and Director
January 14, 2020
By: /s/ Brandy Gao
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
January 14, 2020

~~By:~~ ~~/s/ Chiyuan Deng~~
11
~~Chief Executive Officer, Principal Executive Officer, and Director~~
~~July 15, 2019~~
~~By:~~ ~~/s/ Brandy Gao~~
~~Chief Financial Officer, Principal Financial Officer,~~
~~Principal Accounting Officer and Director~~
~~July 15, 2019~~
12

	November 30, 2019			August 31, 2019
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,284,821		$	1,564,750
Prepaid expenses		12,775			21,971
Accounts receivable		60,900			35,300
Related party receivable		22,115			34,994
Note receivable		2,096,640			1,047,040
Interest receivable		34,965			8,725
Receivable on asset disposal		—			1,280,000
Total Current Assets		3,512,216			3,992,779

Fixed assets, net		19,195			20,124
Leasehold improvement, net		122,294			134,523
Intangible assets, net		376,894			413,793
Long-term prepayment		428,800			—
Other assets		15,027			15,027
TOTAL ASSETS	$	4,474,427		$	4,576,246

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	105,083		$	116,664
Convertible note and derivative liability		86,831			—
Due to shareholder		2,037			2,037
Tax payable		66,050			64,564
Other payable		4,032			161,856
Total Current Liabilities		264,033			345,122

Stockholders’ Equity
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 4,822,016 and 147,325,000 shares issued and outstanding, as of November 30, 2019 and November 30, 2018, respectively		4,822			4,822
Additional paid-in capital		6,520,980			6,520,980
Retained earnings (deficit)		(1,515,375	)		(1,452,020)
Unearned shareholders' compensation		(800,034	)		(842,657)
Total Stockholders’ Equity		4,210,394			4,231,125
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,474,427		$	4,576,246

	May 31,			August 31,
	2019			2018
		(Unaudited)			(Audited)

ASSETS
Current Assets
Cash and cash equivalents	$	416,081		$	210,202
Accounts receivable		35,300			9,600
Related party receivable		44,834			—
Prepaid expenses		779,229			333,867
Total Current Assets		1,275,444			553,669

Construction in progress		58,688			—
Intangible assets, net		450,680			641,000
Other assets		14,541			—
TOTAL ASSETS	$	1,799,353		$	1,194,669

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	97,121		$	88,577
Due to shareholder		2,037			2,037
Tax payable		55,347			55,347
Total Current Liabilities		154,505			145,961

Stockholders’ Equity
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 177,100,000 and 147,325,000 shares issued and outstanding, as of May 31, 2019 and August 31, 2018, respectively		177,100			147,325
Additional paid-in capital		4,457,743			2,866,868
Retained earnings (deficit)		(1,646,829	)		(1,047,386)
Unearned shareholders' compensation		(1,343,166	)		(918,100
Total Stockholders’ Equity		1,644,848			1,048,707
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,799,353		$	1,194,669

	Three Months Ended						Nine Months Ended
	May 31,						May 31,
	2019			2018			2019			2018

Revenue	$	120,227		$	71,040		$	272,674		$	177,152
Cost of revenue		44,452			41,608			124,660			112,830
Gross Profit		75,774			29,432			148,013			64,322

OPERATING EXPENSES
General and administrative expenses		233,281			477,033			363,211			706,330
Related party salary and wages		63,250			10,600			264,334			27,300
Total Operating Expenses		296,531			487,633			627,545			733,630

OTHER INCOME (EXPENSES)
Loss on sale of intangible assets		—			—			(120,000	)		—
Interest income		38			—			88			—
Total other income (expenses)		38			—			(119,912	)		—

LOSS FROM CONTINUED OPERATIONS
Income Tax Provision		—			—			—			—
Net loss from continuing operations		(220,719	)		(458,201	)		(599,444	)		(669,308)

Discontinued operations, net of tax benefits
Net income from discontinued operations		—			—			—			38,008
Gain/(loss) on sale of intangible assets		—			—			—			7,280
INCOME FROM DISCONTINUED OPERATIONS		—			—			—			45,288

NET INCOME (LOSS)	$	(220,719	)	$	(458,201	)	$	(599,444	)	$	(624,020)

NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	—		$	0.00		$	—		$	0.00

NET INCOME PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		159,491,304			71,391,848			151,076,923			44,013,553

	Three Months Ended
	November 30,
	2019			2018

Revenue	$	156,405		$	74,240
Cost of revenue		52,046			43,448
Gross Profit		104,358			30,792

OPERATING EXPENSES
General and administrative expenses		155,743			101,846
Related party salary and wages		46,373			37,500
Total Operating Expenses		202,117			139,346

OTHER INCOME (EXPENSES)
Gain on sale of intangible assets		—			(120,000)
Interest income		52,488			—
Loss on change in fair value		(18,084	)		—
Total other income (expenses)		34,404			(120,000)

LOSS FROM CONTINUED OPERATIONS
Income Tax Provision		—			—
Net loss from continuing operations		(63,354	)		(228,554)

NET INCOME (LOSS)	$	(63,354	)	$	(228,554)

NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.11)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.11)

NET INCOME PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.11)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		4,822,000			2,134,500

	Common Stock
		Number of Shares			Amount			Additional Paid-in Capital		Accumulated Deficit			Unearned Shareholders' Compensation			Total Equity

Balance - August 31, 2018		147,325,000		$	147,325		$	2,866,868	$	(1,047,386	)	$	(918,100	)	$	1,048,707

Common shares issued to officers for services		—			—			—		—			37,500			37,500
Common shares returned for cancelled acquisition of iCrowdU Inc.		(40,600,000	)		(40,600	)		—		—			30,600			(10,000)
Net loss		—			—			—		(228,554	)		—			(228,554)
Balance - November 30, 2018		106,725,000			106,725			2,866,868		(1,275,939	)		(850,000	)		847,654

Common shares issued for cash at $0.02 per share		18,000,000			18,000			342,000		—			—			360,000
Common shares issued to officers for services		20,100,000			20,100			582,900		—			(556,416	)		46,584
Common shares issued to consultants for services		1,975,000			1,975			57,275		—			—			59,250
Net loss										(150,171	)		—			(150,171)
Balance - February 28, 2019		146,800,000		$	146,800		$	3,849,043	$	(1,426,110	)	$	(1,406,416	)	$	1,163,317

Common shares issued for cash at $0.02 per share		27,000,000			27,000			513,000		—			—			540,000
Common shares issued to officers for services		—			—			—		—			63,250			63,250
Common shares issued to consultants for services		3,300,000			3,300			95,700		—			—			99,000
Net loss		—			—			—		(220,719	)		—			(220,719)
Balance - May 31,2019		177,100,000			177,100			4,457,743		(1,646,829	)		(1,343,166	)		1,644,847.64

	Nine Months Ended					Three Months Ended
	May, 31					November 30,
	2019			2018		2019			2018

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(599,444	)	$	(624,020)
Net loss from continuing operations						$	(63,354	)	$	(228,554)
Net income from discontinued operations, net of tax benefit							—			—
Adjustments to reconcile net income (loss) to net cash from operating activities:
Executive salaries and consulting fees paid in stock		305,584			237,000		42,623			37,500
Depreciation of tangible asset							13,158			—
Amortization of intangible asset		89,904			89,312		36,899			28,600
Loss/(gain) on sales of intangible assets		120,000			(7,280)		—			120,000
Impairment of investment in iCrowdU							—			—
Changes in operating assets and liabilities:
Accounts receivable		(25,700	)		14,720		(25,600	)		(100)
Receivable on asset disposal							1,280,000			—
Interest receivable							(26,240	)		—
Related party receivable		(44,834	)		—		12,878			—
Prepaid expenses		(455,362	)		15,000		9,196			(151,100)
Rent security deposit		(14,541	)		—
Rent security & electricity deposit							—			—
Long-term prepayment							(428,800	)		—
Accounts payable and accrued liabilities		95,080			(118,653)		(11,582	)		(5,846)
Accrued payroll		(86,536	)		(2,500)		86,831			—
Convertible note and embedded derivative liability							—			—
Tax payable							1,486			—
Other payable							(157,824	)		—
Change in assets (liabilities) from discontinued operations							—
Net cash used in operating activities		(615,849	)		(396,421)		769,671			(199,500)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investment		—			(280,000)
Purchases of intangible asset		—			(200,000)
Sales of intangible asset		80,000			253,000		—			80,000
Note receivable							(1,049,600	)		—
Investment in iCrowdU							—			—
Renovation of an office and an offline display store		(58,688	)		—		—			—
Acquisition of intangible asset		(99,584	)		—
Net cash provided by investing activities		(78,272	)		(227,000)
Development of intangible asset							—			—
Net cash used in / (provided by) investing activities							(1,049,600	)		80,000

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from previous shareholder		—			—
Proceeds from shareholder							—			—
Proceeds from common stock issuances		900,000			1,156,500		—			—
Due to shareholder		—			74
Net cash provided by financing activities		900,000			1,156,574		—			—

Net increase (decrease) in cash and cash equivalents		205,879			533,153		(279,929	)		(199,500)
Cash and cash equivalents - beginning of the quarter		210,202			147,164		1,564,750			210,202
Cash and cash equivalents - end of the quarter	$	416,081		$	680,317	$	1,284,821		$	90,702

Supplemental Cash Flow Disclosures
Cash paid for interest	$	—		$	—	$	—		$	—
Cash paid for income taxes	$	—		$	—	$	—		$	—

Non-Cash Activities:
Common shares returned for cancelled acquisition of iCrowdU	$	(10,000	)	$	—	$	—		$	(10,000)
Prepaid expense reversed for cancelled acquisition of iCrowdU	$	10,000		$	—	$	—		$	10,000
Issuance of common stock for services	$	305,584		$	237,000
Issuance of common stock for acquisition of Intangible asset	$	—		$	72,000
Common shares issued for acquisition of investment	$	—		$	2,000

	May 31, 2019			August 31, 2018		November 30, 2019			August 31, 2019
Patent	$	500,000		$	500,000	$	500,000		$	500,000
Intellectual property: Aura		—			200,000		—			—
Intellectual property: Kryptokiosk		72,000			72,000		72,000			72,000
Wechat official account		99,584			—		99,584			99,584
Total cost		671,584			772,000		671,584			671,584
Accumulated amortization		(220,904	)		(131,000)		(294,690	)		(257,791)
Intangible asset, net	$	450,680		$	641,000	$	376,894		$	413,793

Balance, August 31, 2019	$	—
Principal	$	75,000
Discount on Note issuance	$	(6,500)
Accrued interest expense	$	247
Derivative liability	$	18,084
Balance, November 30, 2019	$	86,831

	2019			2018
Federal statutory tax rate		21	%		21%
Change in valuation allowance		(21	%)		(21%)
Effective tax rate		0	%		0%

	Nine Months Ended May 31,
	2019		2018

General and Administrative Expenses		363,211		706,300

Related Party Salary and Wages		264,334		27,300

Total Operating Expense	$	627,545	$	733,630

	Three Months Ended November 30,
	2019		2018

General and Administrative Expenses		155,743		101,846

Related Party Salary and Wages		46,373		37,500

Total Operating Expense	$	202,117	$	139,346