UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

AB INTERNATIONALGROUP CORP.

(Exact name of registrant as specified in itscharter)

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

(852) 2622-2891

(Address, including zip code, and telephonenumber, including area code,

of registrant’s principal executive offices)

Please send copies of all communications to:

The Doney Law Firm

4955 S. Durango Rd. Ste. 165

Las Vegas, NV 89113
Tel. No.: (702) 982-5686
(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public:From time to time after the effective date of this registration statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis 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.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby may amend this registrationstatement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendmentwhich specifically states that this registration statement shall, thereafter, become effective in accordance with Section 8(a)of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, actingpursuant to Section 8(a) may determine.

PRELIMINARY PROSPECTUS SUBJECTTO COMPLETION DATED AUGUST 14, 2020

The information in this prospectusis not complete and may be changed. These securities may not be sold until the registration statement filed with the Securitiesand Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any state where the offer or sale is not permitted.

AB International Group Corp.

6,220,000 Shares of Common Stock

Peak One (the selling stockholder identifiedin this prospectus) may offer up to 6,220,000 shares of common stock to be used for drawdowns and warrant exercises in connectionwith the Financing Agreement. If issued presently, the 6,220,000 shares of Common Stock registered for resale by Peak One wouldrepresent approximately 28% of our issued and outstanding shares of common stock as of August 11, 2020. Additionally, as of August11, 2020, the 6,220,000 shares of Common Stock registered for resale herein would represent approximately 33% of the Company’spublic float.

Peak One (the selling stockholder identifiedin this prospectus) may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailingmarket prices at the time of sale, at varying prices, or at negotiated prices.

We will not receive any proceeds from the saleof the shares of our common stock by Peak One. However, we will receive proceeds from our initial sale of shares to Peak One pursuantto the Financing Agreement. We will sell shares to Peak One at a price equal to the lesser of the lowest closing price precedingthe put date, or 88% of the lowest closing price of our common stock during the ten (10) consecutive trading day period beginningon the date on which we deliver a put notice to Peak One (the “Market Price”).

Peak One is an “underwriter” withinthe meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemedto be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event,any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemedto be underwriting commissions or discounts under the Securities Act of 1933.

Peak One may sell the shares of common stockdescribed in this Prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for moreinformation about how Peak One may sell the shares of common stock being registered pursuant to this Prospectus.

Our common stock is traded on OTC Markets underthe symbol “ABQQ”. On August 11, 2020, the reported closing price for our common stock was $0.04 per share.

Prior to this offering, there has been a verylimited market for our securities. While our common stock is on the OTC Markets, there has been negligible trading volume. Thereis no guarantee that an active trading market will develop in our securities.

This offering is highly speculative andthese securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entireinvestment. See “Risk Factors” beginning on page 10. Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense.

The date of this prospectus is _____ __, 2020.

Table of Contents

The following table of contents has been designedto help you find information contained in this prospectus. We encourage you to read the entire prospectus.

You may only rely on the information containedin this prospectus or that we have referred you to. We have not authorized any person to give you any supplemental informationor to make any representations for us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buyany securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell ora solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neitherthe delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create anyimplication that there has been no change in our affairs since the date of this prospectus is correct as of any time after itsdate. You should not rely upon any information about our company that is not contained in this prospectus. Information containedin this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplementis accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectussupplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changedsince those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictionswhere offers and sales are permitted.

In this prospectus, “AB International”the “Company,” “we,” “us,” and “our” refer to AB International Group Corp., a Nevadacorporation.

PROSPECTUS SUMMARY

You should carefully read all information inthe prospectus, including the financial statements and their explanatory notes under the Financial Statements prior to making aninvestment decision.

This summary highlights selected informationappearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, youshould carefully read this entire prospectus before investing in our Common Stock, especially the risks and other information wediscuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditionand Results of Operation” and our consolidated financial statements and related notes beginning on page F-1. Our fiscal yearend is August 31 and our fiscal years ended August 31, 2018 and 2019 are sometimes referred to herein as fiscal years 2018 and2019, respectively. Some of the statements made in this prospectus discuss future events and developments, including our futurestrategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertaintieswhich could cause actual results to differ materially from those contemplated in these forward-looking statements. See “CautionaryNote Regarding Forward-Looking Statements”. Unless otherwise indicated or the context requires otherwise, the words “we,”“us,” “our”, the “Company” or “our Company” or “AB International” referto AB International Group Corp., a Nevada corporation, and our each of our subsidiaries.

Overview

We are an intellectual property (IP) and movieinvestment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisitionand distribution of movies. We have a Patent License to a video synthesis and release system for mobile communications equipment,in which the technology is the subject of a utility model patent in the People's Republic of China. We had launched a businessapplication (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019,utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficientservices. We generate revenues through an agency service fee from each matched performance.  Due to the quarantine and continuouscontrol imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspendedfor 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the businessand financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms.

On April 22, 2020, the Company has announcedthe first phase development of its highly anticipated video streaming service, the Company expects a full launch this year. Theonline service will be marketed and distributed in the world under the brand name ABQQ.tv. ABQQ.tv is expected to generate a newand profitable revenue stream immediately following its launch derived from its hybrid subscription and advertising business model.

Peak One Equity Purchase Agreement and RegistrationRights Agreement

On July 30, 2020, we entered into an EquityPurchase Agreement (the “Financing Agreement”) with Peak One. Although we are not mandated to sell shares under theFinancing Agreement, the Financing Agreement gives us the option to sell to Peak One, up to $10,000,000 worth of our common stockover the period ending twenty-four (24) months after the date the Registration Statement of which this prospectus forms a partis deemed effective. In consideration for Peak One’s execution and performance under the Financing Agreement, the Companyissued a warrant to purchase 750,000 shares of Common Stock, as Warrant Shares (as defined in the Financing Agreement), to PeakOne in July 2020.

On July 30, 2020,we also entered into a registration rights agreement with Peak One (the “RegistrationRights Agreement”) whereby we are obligated to file a registration statement to register the resale of the purchase shares.The Registration Statement of which this prospectus forms a part is being filed tocomply with the Registration Rights Agreement. We must our reasonable efforts to keep the registration statement continuously effectiveunder the Securities Act until all of the Warrant Shares and purchase shares have been sold there under or pursuant to Rule 144.

Summary of the Offering

RISK FACTORS

This investment has a high degree of risk.Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus.If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the valueof our stock could go down. This means you could lose all or a part of your investment.

Special Information Regarding Forward-LookingStatements

Some of the statements in this prospectus are“forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertaintiesand other factors which may cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, thefactors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,”“intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to placeundue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statementsor to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any futureor developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state thatthe safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

Risk Related to Covid 19

Our business and future operationsmay be adversely affected by epidemics and pandemics, such as the recent COVID-19 outbreak.

We may face risks related to healthepidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that couldadversely affect general commercial activity and the economies and financial markets of the country as a whole. For example, therecent outbreak of COVID-19, which began in China, has been declared by the World Health Organization to be a “pandemic,”has spread across the globe, including the United States of America. A health epidemic or pandemic or other outbreak of communicablediseases, such as the current COVID-19 pandemic, poses the risk that we, or potential business partners may be disrupted or preventedfrom conducting business activities for certain periods of time, the durations of which are uncertain, and may otherwise experiencesignificant impairments of business activities, including due to, among other things, operational shutdowns or suspensions thatmay be requested or mandated by national or local governmental authorities or self-imposed by us, our customers or other businesspartners. While it is not possible at this time to estimate the impact that COVID-19 could have on our business, potential customers,potential suppliers or other current or potential business partners, the continued spread of COVID-19, the measures taken by thelocal and federal government, actions taken to protect employees, and the impact of the pandemic on various business activitiescould adversely affect our results of operations and financial condition.

The COVID-19 pandemic has requiredour management to focus their attention primarily on responding to the challenges presented by the pandemic, including ensuringcontinuous operations, and adjusting our operations to address changes in the virtual payments industry. Due to measures imposedby the local governments in areas affected by COVID-19, businesses have been suspended due to quarantine intended to contain thisoutbreak and many people have been forced to work from home in those areas. As a result, advertiser merchants orders for eventhas been suspended, which has had an adverse impact on our business and financial condition and has hampered our ability to generaterevenue and access usual sources of liquidity on reasonable terms.

Risks Associated With Doing Businessin Hong Kong

Politicalconsideration of Hong Kong 

While we are planning to move ourprincipal business location to New York in the near future, our business operations are principally based in Hong Kong. Accordingly,our business operation and financial conditions will be affected by the political and legal developments in Hong Kong. Any adverseeconomic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as wellas significant natural disasters, may affect the market may adversely affect our business operations. Hong Kong is a special administrativeregion of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’sconstitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicialpowers, including that of final adjudication under the principle of “one country, two systems”. However, there is noassurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Sincea substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose immediate threatto the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financialpositions.

The Hong Kong protests that begunin 2019 are ongoing protests in Hong Kong (the “Hong Kong Protests”) triggered by the introduction of the FugitiveOffenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal fugitiveswho are wanted in territories with which Hong Kong does not currently have extradition agreements, including mainland China. Thisled to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of mainland China,thereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy havebeen adversely affected as the protests turned increasingly violent. Most notably, the airline, retail, and real estate sectorshave seen their sales decline.

Under the Basic Law of the Hong KongSpecial Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairsand external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customsterritory, Hong Kong maintains and develops relations with foreign states and regions. We cannot assure that the Hong Kong Protestswill not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China and therebyaffecting its current relations with foreign states and regions.

Our revenue is susceptible to theongoing Hong Kong Protests as well as any other incidents or factors which affect the stability of the social, economic and politicalconditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changesin economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as wellas significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespreadeffect on our business operations, which could in turn adversely and materially affect our business, results of operations andfinancial condition.

We cannot assure that the Hong KongProtests will end in the near future and that there will be no other political or social unrest in the near future or that therewill not be other events that could lead to the disruption of the economic, political and social conditions in Hong Kong. If suchevents persist for a prolonged period of time or that the economic, political and social conditions in Hong Kong are to be disrupted,our overall business and results of operations may be adversely affected.

Costs of conducting businessin Hong Kong and globally

Because we operate our business inHong Kong and other countries, our business is subject to risks associated with doing business globally. Accordingly, our businessand financial results in the future could be adversely affected due to a variety of factors, including: changes in a specificcountry’s or region’s political and cultural climate or economic condition; unexpected changes in laws and regulatoryrequirements in local jurisdictions; difficulty of effective enforcement of contractual provisions in local jurisdictions; inadequateintellectual property protection in certain countries; enforcement of anti-corruption and anti-bribery laws; trade-protectionmeasures, import or export licensing requirements and fines, penalties or suspension or revocation of export privileges; the effectsof applicable local tax regimes and potentially adverse tax consequences; and significant adverse changes in local currency exchangerates.

Risks Related to Our Financial Conditionand Business

Because we have a limited operating history,you may not be able to accurately evaluate our operations.

We are a startup company. We have had limitedoperations to date and have generated limited revenues. Therefore, we have a limited operating history upon which to evaluate themerits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companiesand the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems,expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake.  Thesepotential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cashflow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to incur significantlosses into the foreseeable future.  We recognize that if the effectiveness of our business plan is not forthcoming, we willnot be able to continue business operations.   There is no history upon which to base any assumption as to the likelihoodthat we will prove successful, and it is doubtful that we will continue to generate operating revenues or ever achieve profitableoperations.  If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent on outside financingfor continuation of our operations.

Because we have generated limited revenuesand currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue ourbusiness. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us inthe future.

We have sold several convertible promissorynotes with discount to market conversions that have the effect of driving down our stock price, from which we may never recover.

In 2019 and 2020, we have issued several convertiblepromissory notes to accredited investors. These notes contain terms that allow for discounted conversions from the company’sstock price, with most at a 40% discount. These notes also contain strict terms for compliance and penalty provisions that couldcost us more than the principal and accrued interest. They also have most favored nation clauses that force us to offer more favorableterms in subsequent offerings. If we are unable to secure a better form of financing, or pay off the notes before they convert,we could experience a significant drop in our stock price and we may go out of business.

Risks Related to Legal Uncertainty

Compliance with changing regulation ofcorporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relatingto corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertaintyfor companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in manycases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance isprovided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and highercosts necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standardsof corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulationsand standards, and this investment may result in increased general and administrative expenses and a diversion of management timeand attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulationsand standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, ourreputation may be harmed.

If we fail to comply with the new rulesunder the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies arediscovered in our internal accounting procedures, our stock price could decline significantly.

We are exposed to potential risks from legislationrequiring companies to evaluate internal controls under Section 404(a) of the Sarbanes-Oxley Act of 2002. As a smaller reportingcompany and emerging growth company, we will not be required to provide a report on the effectiveness of its internal controlsover financial reporting until our second annual report, and we will be exempt from auditor attestation requirements concerningany such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whetherour internal control procedures are effective and therefore there is a greater likelihood of material weaknesses in our internalcontrols, which could lead to misstatements or omissions in our reported financial statements as compared to issuers that haveconducted such evaluations.

If material weaknesses and deficiencies aredetected, it could cause investors to lose confidence in our company and result in a decline in our stock price and consequentlyaffect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may notbe able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting inaccordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenuerecognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. Ifwe cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors couldlose confidence in our reported financial information, and the trading price of our common stock could drop significantly. In addition,we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discoveredin the future.

Risks Associated with Management and ControlPersons

If we fail to attract and retain qualifiedsenior executive and key technical personnel, our business will not be able to expand.

We are dependent on the continued availabilityof Chiyuan Deng, and the availability of new employees to implement our business plans. The market for skilled employees is highlycompetitive, especially for employees in the service industry. Although we expect that our compensation programs will be intendedto attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retainthe services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be ableto continue to attract new employees as required.

Our personnel may voluntarily terminate theirrelationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnelwith the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.

If we lose the services of key personnel, orfail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial resultsand stock price. In addition, there is intense competition for highly qualified bilingual and “people friendly” personnelin the locations where we principally operate. The loss of the services of any key personnel, marketing or other personnel or ourfailure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business,operating and financial results and stock price.

Risks Related to Our Legal Status

As an “emerging growth company”under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company”under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. Forso long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act alsoprovides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) ofthe Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delaythe adoption of certain accounting standards until those standards would otherwise apply to private companies. We have electedto take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparableto those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company”for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenuesexceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the SecuritiesExchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issuedmore than $1 billion in non-convertible debt during the preceding three year period.

Even if we no longer qualify for the exemptionsfor an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smallerreporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensationdiscussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Until such time, however, we cannot predictif investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our commonstock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be morevolatile.

Risks Related to Our Securities and theOver the Counter Market

If a market for our common stock doesnot develop, shareholders may be unable to sell their shares.

Our common stock is quoted under the symbol“ABQQ” on the OTCQB operated by OTC Markets Group, Inc, an electronic inter-dealer quotation medium for equity securities.We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will developor, if developed, that it will be sustained.

Our securities are very thinly traded. Accordingly,it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successfulin developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in theprice of the stock. 

Our common stock price may be volatileand could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our common stock is likelyto be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control,including:

• technological innovations or new productsand services by us or our competitors;
• government regulation of our products andservices;
• the establishment of partnerships with othertechnology companies;
• intellectual property disputes;
• additions or departures of key personnel;
• sales of our common stock
• our ability to integrate operations, technology,products and services;
• our ability to execute our business plan;
• operating results below expectations;
• loss of any strategic relationship;
• industry developments;
• economic and other external factors; and
• period to period fluctuations in our financialresults.

Because we have nominal revenues to date, youshould consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have fromtime to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particularcompanies. These market fluctuations may also materially and adversely affect the market price of our common stock.

As a new investor, you will experiencesubstantial dilution as a result of future equity issuances.

In the event we are required to raise additionalcapital it may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existingshareholders.

Our stock is a penny stock. Trading ofour stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which maylimit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securitiesand Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security thathas a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certainexceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealerswho sell to persons other than established customers and “accredited investors”. The term “accredited investor”refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 orannual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior toa transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a formprepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation ofthe broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each pennystock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information,must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writingbefore or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a pennystock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock isa suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosurerequirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subjectto these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock”rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules thatrequire that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investmentis suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealersmust make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectivesand other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there isa high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial IndustryRegulatory Authority’ requirements make it more difficult for broker-dealers to recommend that their customers buy our commonstock, which may limit your ability to buy and sell our stock.

Rule 144 sales in the future may havea depressive effect on our stock price as an increase in supply of shares for sale, with no corresponding increase in demand willcause prices to fall.

All of the outstanding shares of common stockheld by the present officers, directors, and affiliate stockholders are “restricted securities” within the meaningof Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to aneffective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under theAct and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officeror director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock. Thereis no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restrictedsecurities for a period of six months if the company is a current reporting company under the 1934 Act. A sale under Rule 144 orunder any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of presentstockholders, may have a depressive effect upon the price of the common stock in any market that may develop.  

FINRA sales practice requirements mayalso limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock”rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommendingan investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for thatcustomer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must makereasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and otherinformation. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low pricedsecurities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommendthat their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect onthe market for our shares.

Failure to achieve and maintain effectiveinternal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our businessand operating results.

It may be time consuming, difficult and costlyfor us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-OxleyAct. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implementappropriate additional internal controls, processes and reporting procedures.

If we fail to comply in a timely manner withthe requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy anymaterial weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financialstatements, cause investors to lose confidence in our reported financial information and have a negative effect on the tradingprice of our common stock.

Pursuant to Section 404 of the Sarbanes-OxleyAct and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and,furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting andtesting our internal control procedures in order to satisfy these requirements, which is likely to result in increased generaland administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities.While our management is expending significant resources in an effort to complete this important project, there can be no assurancethat we will be able to achieve our objective on a timely basis. Failure to achieve and maintain an effective internal controlenvironment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-goingassessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses”in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. Amaterial weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihoodthat a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines“significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financialstatements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified,we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify.However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipateand react to changes in our business and the economic and regulatory environments and to expend significant resources to maintaina system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you thatthe measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequatecontrols over our financial process and reporting in the future.

Any failure to complete our assessment of ourinternal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improvedcontrols, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reportingobligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the resultsof the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknessesthat we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internalcontrol over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls couldalso cause investors to lose confidence in our reported financial information, which could have a negative effect on the tradingprice of our common stock.

We do not intend to pay dividends.

We do not anticipate paying cash dividendson our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legallyavailable to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment andamount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things,the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our boardof directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are rapid,there is no assurance with respect to the amount of any such dividend.

Risks Related to the Offering

Our existing stockholders may experiencesignificant dilution from the sale of our common stock pursuant ot the Peak One Financing Agreement.

The sale of our common stock to Peak One inaccordance with the Financing Agreement may have a dilutive impact on our shareholders. As a result, the market price of our commonstock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of ourcommon stock we will have to issue to Peak One in order to exercise a put under the Financing Agreement. If our stock price decreases,then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause ourstockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk ofdilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our commonstock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressiveprice declines in our common stock.

The issuance of shares pursuant to thePeak One Financing Agreement may have significant dilutive effect.

Depending on the number of shares we issuepursuant to the Peak One Financing Agreement, it could have a significant dilutive effect upon our existing shareholders. Althoughthe number of shares that we may issue pursuant to the Financing Agreement will vary based on our stock price (the higher our stockprice, the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potentialfuture stock prices, if the full amount of the Financing Agreement is realized. Dilution is based upon common stock put to PeakOne and the stock price discounted to the lesser of the lowest closing price preceding the put date, or 88% of the lowest closingprice of our common stock during the ten (10) consecutive trading day period beginning on the date on which we deliver a put noticeto Peak One (the “Market Price”)..

Peak One will pay less than the then-prevailingmarket price of our common stock which could cause the price of our common stock to decline.

Our common stock to be issued under the PeakOne Financing Agreement will be purchased at the lesser of the lowest closing price preceding the put date, or 88% of the lowestclosing price of our common stock during the ten (10) consecutive trading day period beginning on the date on which we delivera put notice to Peak One (the “Market Price”)..

Peak One has a financial incentive to sellour shares immediately upon receiving them to realize the profit between the discounted price and the market price. If Peak Onesells our shares, the price of our common stock may decrease. If our stock price decreases, Peak One may have further incentiveto sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stockto decline.

We may not have access to the full amountunder the Financing Agreement.

The lowest closing price of the Company’scommon stock during the ten (10) consecutive trading day period immediately preceding the filing of this Registration Statementwas approximately $0.035. At that price we would be able to sell shares to Peak One under the Financing Agreement at the discountedprice of $0.0308. At that discounted price, the 5,470,000 shares of Common Stock to be issued in connection with the FinancingAgreement would only represent approximately $207,860, which is far below $10,000,000 (the full amount of the Financing Agreement).

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectus contains forward-looking statements.Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by thefact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertaintiesand include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies andopportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable byuse of the words “may,” “will,” “should,” “anticipate,” “estimate,”“plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,”“management believes,” “we believe,” “we intend” or the negative of these words or other variationson these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussionand Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectusgenerally. In particular, these include statements relating to future actions, prospective products, market acceptance, futureperformance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legalproceedings and financial results.

Examples of forward-looking statementsin this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operatingresults, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating tothe forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availabilityof components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions.These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us,which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe thatthe estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

Important factors that could cause actualresults to differ materially from the results and events anticipated or implied by such forward-looking statements include, butare not limited to:

We operate in a very competitive and rapidlychanging environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assessthe impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materiallyfrom those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptionsmanagement believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should notplace undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they aremade, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light ofnew information, future events, or otherwise.

USE OF PROCEEDS

We will not receive any proceedsfrom the sale of the shares of our Common Stock by Peak One (the selling stockholder identified in this prospectus). However, wewill receive proceeds from our initial sale of shares to Peak One, pursuant to the Financing Agreement. We will also receive proceedsif the warrant issued to Peak One is exercised for cash. The proceeds from the initial sale of shares will be used for the purposeof working capital or for other purposes that the Board of Directors, in good faith deem to be in the best interest of the Company.

DETERMINATION OF OFFERING PRICE

We have not set an offering price for the sharesregistered hereunder, as the only shares being registered are those sold pursuant to the Peak One Financing Agreement. Peak Onemay sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market pricesat the time of sale, at varying prices or at negotiated prices.

DILUTION

Not applicable. The shares registeredunder this registration statement are not being offered for purchase by the Company. The shares are being registered on behalfof Peak One (the selling stockholder identified in this prospectus) pursuant to the Peak One Financing Agreement. 

SELLING STOCKHOLDERS

Peak One (the selling stockholder identifiedin this prospectus) may offer up to 6,220,000 shares of common stock to be used for drawdowns and warrant exercises in connectionwith the Financing Agreement.. If issued presently, the shares of common stock registered for resale by Peak One would representapproximately 28% of our issued and outstanding shares of common stock as of August 11, 2020 and 33% of our public float.

We may require Peak One (the selling stockholderidentified in this prospectus) to suspend the sales of the shares of our common stock being offered pursuant to this prospectusupon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in anymaterial respect or that requires the changing of statements in those documents in order to make statements in those documentsnot misleading.

Peak One (the selling stockholder identifiedin this prospectus) may from time to time offer and sell under this prospectus any or all of the shares of common stock describedunder the column “Shares of Common Stock Being Offered” in the table below.

Peak One will be deemed to be an underwriterwithin the meaning of the Securities Act. Any profits realized by Peak One (the selling stockholder identified in this prospectus)may be deemed to be underwriting commissions.

Information concerning the selling stockholdermay change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimateas to the number of shares of common stock that will actually be held by the selling stockholder upon termination of this offering,because the selling stockholders may offer some or all of the common stock under the offering contemplated by this prospectus oracquire additional shares of common stock. The total number of shares that may be sold, hereunder, will not exceed the number ofshares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The manner in which Peak One (the selling stockholderidentified in this prospectus) acquired or will acquire shares of our common stock is discussed below under “The Offering.”

The following table sets forth the name ofeach selling stockholder, the number of shares of our common stock beneficially owned by such stockholder before this offering,the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentageof the class to be beneficially owned by such stockholder after completion of the offering. The number of shares owned are thosebeneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficialownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a personhas sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within60 days, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatictermination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares aredeemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options,warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownershippercentages are calculated based on 22,519,203 shares of our common stock outstanding as of August 11, 2020.

Unless otherwise set forth below, (a) the personsand entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the sellingstockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position,office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The numberof shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwisebased on information available to us at the timing of the filing of the registration statement of which this prospectus forms apart.

Notes:

THE OFFERING

On July 30, 2020, we entered into an EquityPurchase Agreement (the “Financing Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”) Althoughwe are not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to Peak One,up to $10,000,000 worth of our common stock over the period ending twenty-four (24) months after the date this Registration Statementis deemed effective. Peak One (the selling stockholder identified in this prospectus) may offer up to 6,220,000 shares of commonstock to be used for drawdowns and warrant exercises in connection with the Financing Agreement..

On July 30, 2020, we alsoentered into a registration rights agreement with Peak One (the “Registration Rights Agreement”) whereby we are obligatedto file a registration statement to register the resale of the purchase shares. The Registration Statement of which thisprospectus forms a part is being filed to comply with the Registration Rights Agreement.We must our reasonable efforts to keep the registration statement continuously effective under the Securities Act until all ofthe Warrant Shares and purchase shares have been sold there under or pursuant to Rule 144.

There is no assurance the market price of ourcommon stock will increase in the future. The number of common shares that remain issuable may not be sufficient, dependent uponthe share price, to allow us to access the full amount contemplated under the Financing Agreement. If the bid/ask spread remainsthe same we will not be able to place a put for the full commitment under the Financing Agreement. Based on the lowest closingprice of our common stock during the ten (10) consecutive trading day period preceding the filing date of this registration statementof $0.035, the registration statement covers the offer and possible sale of approximately $207,860 worth of our shares (a discountedprice of $0.0308) which is far below $10,000,000 (the full amount of the Financing Agreement).

Peak One is not permitted to engage in shortsales involving our common stock during the term of the commitment period. In accordance with Regulation SHO, however, sales ofour common stock by Peak One after delivery of a put notice of such number of shares reasonably expected to be purchased by PeakOne under a put will not be deemed a short sale.

In addition, we must deliver the other requireddocuments, instruments and writings required. Peak One is not required to purchase the put shares unless:

As we draw down on the equity line of credit,shares of our common stock will be sold into the market by Peak One. The sale of these shares could cause our stock price to decline.In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a furtherdrop in our stock price. You should be aware that there is an inverse relationship between the market price of our common stockand the number of shares to be issued under the equity line of credit. If our stock price declines, we will be required to issuea greater number of shares under the equity line of credit. We have no obligation to utilize the full amount available under theequity line of credit.

Neither the Financing Agreement nor any ofour rights or Peak One’s rights thereunder may be assigned to any other person.

 PLAN OF DISTRIBUTION

Eachof the selling stockholders named above and any of their pledgees and successors-in-interest may, from time to time, sell anyor all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the sharesof our common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices atthe time of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the followingmethods when selling shares:

Broker-dealers engaged by the selling stockholdersmay arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the sellingstockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated,but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customarybrokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliancewith FINRA IM-2440.

Peak One is an underwriter within the meaningof the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by suchbroker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissionsor discounts under the Securities Act of 1933. Peak One has informed us that it does not have any written or oral agreement orunderstanding, directly or indirectly, with any person to distribute the common stock of our company. Pursuant to a requirementby FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greaterthan 8% of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 promulgated underthe Securities Act of 1933.

Discounts, concessions, commissions and similarselling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholdermay agree to indemnify any agent, dealer, or broker-dealer that participates in transactions involving sales of the shares if liabilitiesare imposed on that person under the Securities Act of 1933.

We are required to pay certain fees and expensesincurred by us incident to the registration of the shares covered by this prospectus. We have agreed to indemnify the selling stockholdersagainst certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receiveany proceeds from the resale of any of the shares of our common stock by the selling stockholders. We may, however, receive proceedsfrom the sale of our common stock under the Financing Agreement with Peak One. We may also receive proceeds from the cash exerciseof the warrant in favor of Peak One. Neither the Financing Agreement with Peak One nor any rights of the parties under the FinancingAgreement with Peak One may be assigned or delegated to any other person.

We have entered into an agreement with PeakOne to keep this prospectus effective until Peak One has sold all of the common shares purchased by it under the Financing Agreementand has no right to acquire any additional shares of common stock under the Financing Agreement.

The resale shares will be sold only throughregistered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, theresale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption fromthe registration or qualification requirement is available and is complied with.

Under applicable rules and regulations underthe Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engagein market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions ofthe Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timingof purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of thisprospectus available to the selling stockholders.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate of1,000,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock in one or more seriesand to fix the voting powers, preferences and other rights and limitations of the preferred stock. As of August 11, 2020, we had22,519,203 shares of common stock outstanding and 0 shares of preferred stock issued and outstanding.

Each share of common stock shall have one (1)vote per share. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption orsinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Dividends

We have not paid any dividends on our commonstock since our inception and do not intend to pay any dividends in the foreseeable future.

The declaration of any future cash dividendsis at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position,our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in theforeseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

As of July 29, 2020, we have issued warrantsto purchase 803,740_ shares of Common Stock issuable with a weighted average exercise price of $0.898.

Options

As of July 29, 2020, we have no options issued. 

Securities Authorized for Issuance UnderEquity Compensation Plans

We have no equity compensation plans.

Preferred Stock

The Company has authorized 10,000,000 sharesof preferred stock. The board of directors has the authority to issue these shares and to set dividends, voting and conversionrights, redemption provisions, liquidation preferences, and other rights and restrictions.

Anti-Takeover Effects of Various Provisionsof Nevada Law

Provisions of the Nevada Revised Statutes,our articles of incorporation, as amended, and bylaws could make it more difficult to acquire us by means of a tender offer, aproxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expectedto discourage certain types of takeover practices and takeover bids our Board may consider inadequate and to encourage personsseeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our abilityto negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantagesof discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in animprovement of their terms.

Blank Check Preferred

Our articles of incorporation permit our Boardto issue preferred stock with voting, conversion and exchange rights that could negatively affect the voting power or other rightsof our Common Stockholders. The issuance of our preferred stock could delay or prevent a change of control of our Company.

Amendments to our Articles of Incorporationand Bylaws

Under the Nevada Revised Statutes, our articlesof incorporation may not be amended by stockholder action alone.

Nevada Anti-Takeover Statute

We may be subject to Nevada’s Combination with InterestedStockholders Statute (Nevada Corporation Law Sections 78.411-78.444) which prohibits an “interested stockholder” fromentering into a “combination” with the corporation, unless certain conditions are met. An “interested stockholder”is a person who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own)10% or more of the corporation’s capital stock entitled to vote. 

Limitations on Liability and Indemnificationof Officers and Directors

The Nevada Revised Statutes limits or eliminatesthe personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’fiduciary duties as directors.

The limitation of liability and indemnificationprovisions under the Nevada Revised Statutes and in our articles of incorporation and bylaws may discourage stockholders from bringinga lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihoodof derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit usand our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetaryrelief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisionsdo not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affectedto the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officerspursuant to these indemnification provisions.

Authorized but Unissued Shares

Our authorized but unissued shares of CommonStock and preferred stock will be available for future issuance without stockholder approval, except as may be required under thelisting rules of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporatepurposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. Theexistence of authorized but unissued shares of Common Stock and preferred stock could render more difficult or discourage an attemptto obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Penny Stock Considerations

Our shares will be “penny stocks”as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers whoengage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stockto anyone other than an established customer must make a special suitability determination regarding the purchaser and must receivethe purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations,the broker-dealer is required to:

Because of these regulations, broker-dealersmay encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholdersor other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity inthe secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if oursecurities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decreasein the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will,in all likelihood, find it difficult to sell their securities.

TRANSFER AGENT AND REGISTRAR

The transfer agent of our Common Stock is CorporationStock Transfer, Inc. Their address is 3200 Cherry Creek South Drive, Suite 430. Denver, CO 80209.

LEGAL MATTERS

The Doney Law Firm, Las Vegas, Nevada, willpass upon the validity of the securities being offered by this prospectus.

EXPERTS

The consolidated financial statements for theCompany as of August 31, 2019 and August 31, 2018 and for the years then ended included in this prospectus have been audited byYu Certified Public Accountant PC, an independent registered public accounting firm, to the extent and for the periods set forthin our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditingand accounting.

BUSINESS

Overview

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 intendedto 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 stocksale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailerpromotions 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 moviedistributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform todevelop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or onlinewatch prices in the China market.

On June 1, 2017, we entered into a Patent LicenseAgreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a companyincorporated in China (“Licensor”), granted to us a worldwide license to a video synthesis and release system for mobilecommunications equipment (the “Technology”). The Technology is the subject of a utility patent in the People’sRepublic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology for an initial periodof one year from October 1, 2017 to September 30, 2018, subject to a right to renew. We were obligated to pay the Licensor $500,000within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilizationof the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, ChiyuanDeng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the paymentof $500,000 initial payment amount due under the Agreement. In October of 2019, the term of this sublicensing agreement was renewedand extended until October 31, 2020.

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

On March 10, 2018, we acquired intellectualproperty for $200,000 from All In One Media Ltd, previously named as Aura Blocks Ltd. On March 19, 2018, we entered into consultingagreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreementshave terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kongand China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, wehave issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectualproperty to China IPTV Industry Park Holdings Ltd. for $80,000.

On March 21, 2018, we acquired the intellectualassets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operationof cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plansto generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposesto bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000common 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 rightsand personal property.

We planned to generate revenue through sub-licensingfees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something thatis otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with futureworld-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC andcryptocurrencies 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 thisannual report, no such information has been provided. In addition, the IP including domain names were transferred to others whileMessrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM businessand relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintechhas materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transactionto our transfer agent for immediate cancellation. We have not yet received the certificate for termination. In February of 2020,100% of the intellectual assets of KryptoKiosk Limited ‘s carrying value $48,000 net of amortization is written off sincethe IP was never transferred to us and no revenue was generated from this intellectual asset.

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

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

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

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

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

On October 25, 2018, the above parties enteredinto an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each partyfrom 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 sharespurchased 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 intoan agreement to acquire a movie copyright for $768,000 from All In One Media Ltd, which holds 200,000 common shares of the Companyas of August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura Blocks Limited is $153,600as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expectedto generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completedin June, 2019. In August of 2019, the Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 witha gain of $89,538.

 In December of 2018, we engaged StarEastnet,a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matchingplatform (Ai Bian Quan Qiu) and a WeChat official account to advertise the platform. The matching platform is to arrange performanceevents for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximizetheir profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commutingamong different events. “Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantlyand accurately match performers and advertisers or merchants. The company charges agency service fees for each successful eventmatched through the platform. Since no large social gathering is allowed as a result of COVID-19, there has been no revenue generatedfrom the performance matching platform (Ai Bian Quan Qiu) since the end of January, 2020. In February of 2020, the Company decidedthat 80% of the carrying amount of Ai Bian Quan Qiu platform and its Wechat official account should be impaired. Due to the quarantineand continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events havebeen suspended for 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impacton the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonableterms.

In June, 2019, the Company completed the developmentof a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantageof the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovativevideo and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitatedthe duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platformas 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 intoa 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 AuraBlocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July31, 2020.

On September 4, 2019, the Company entered into another loan agreementto lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited. The termof note receivable is from September 4, 2019 to March 3, 2020. This loan balance was paid off in full on May 4th, 2020.

On April 22, 2020, the Company has announced the first phase developmentof its highly anticipated video streaming service, the Company expects a full launch this year. The online service will be marketedand distributed in the world under the brand name ABQQ.tv. ABQQ.tv is expected to generate a new and profitable revenue streamimmediately following its launch derived from its hybrid subscription and advertising business model. The Company’s decisionto accelerate the development and launch date of the video streaming service was largely a result of the mandatory quarantine implementedfor the COVID-19 pandemic, as the video streaming increased by as much as 70% during the quarantine period in February and Marchthis year.

Competition

Our main business is sub-licensea patent of video synthesis and release system for mobile communications equipment to smartphone apps and smartphone makers. Weare in the process of using the underlying technology to create a smartphone video mix app as well as the social video sharingplatform. The main competitors are short video apps, we are going to discuss become a cooperation partner of them which generatedsub-license patent of video synthesis and release system monthly fee from them.

Employees

We currently have 8 employees. 

MARKET PRICE OF THE REGISTRANT’S COMMONEQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity

Our common stock is quoted on the OTCQB underthe symbol “ABQQ”. Price quotations on the OTCQB reflect inter-dealer prices, without retail mark-up, markdown or commission,and may not necessarily represent actual transactions.

Holders

As of August 11, 2020, there were approximately517 record holders of our Common Stock.

Dividends

We have not paid cash dividends on our commonstock and we do not anticipate paying a dividend in the foreseeable future.

Equity Compensation Plans

We do not have any equity compensation plans. 

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussionof our financial condition and results of operations in conjunction with financial statements and notes thereto included elsewherein this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause orcontribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section labeled“Risk Factors.”

This section of the prospectus includesa number of forward-looking statements that reflect our current views with respect to future events and financial performance.Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,”“anticipate,” “intend,” “project,” and similar expressions, or words that, by their nature,refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the dateof this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual resultsto differ materially from historical results or our predictions.

The following is a discussion of the consolidatedfinancial condition and results of operations for the fiscal years ended August 31, 2019 and 2018. It should be read in conjunctionwith our audited Consolidated Financial Statements, the Notes thereto, and the other financial information included in the Company’sAnnual Report on Form 10-K for the fiscal year ended August 31, 2019 filed with the Securities and Exchange Commission on October22, 2019. For purposes of the following discussion, fiscal 2019 or 2019 refers to the year ended August 31, 2019 and fiscal 2018or 2018 refers to the year ended August 31, 2018.

Results of operations for the years ended August 31, 2019 and2018

Revenues

We generated $433,567 in revenues from continued operations duringthe year ended August 31, 2019, as compared with $250,112 in revenues from continued operations for the same period ended August31, 2018. Forty-five percent and 100% of revenue was generated from one customer during the years ended August 31, 2019 and 2018,respectively.

Our cost of revenues was $174,533 for the year ended August 31,2019, as compared with $150,022 for the same period ended August 31, 2018.

We had gross profit of $259,034 for the year ended August 31, 2019,as compared with a gross loss of $100,090 for the year ended August 31, 2018.

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

Operating Expenses

We incurred operating expenses in the amount of $702,088 for theyear ended August 31, 2019, compared with operating expenses of $977,328 for the year ended August 31, 2018. Our operating expensesfor the year ended August 31, 2019 mainly consisted of general and administrative expenses of $525,109, and related party - salariesand wages of $176,979. Our operating expenses for the year ended August 31, 2018 mainly consisted of general and administrativeexpenses of $897,587, and related party - salaries and wages of $79,741.

We anticipate our operating expenses will increase as we undertakeour 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 tomaintain.

Income from Discontinued Operations

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

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

The following table shows the results of operations of mobile applicationand copyright for year ended August 31, 2019 and 2018 which are included in the gain from discontinued operations:

Net (Loss) Income

We incurred a net loss in the amount of $404,635 for the year endedAugust 31, 2019, as compared with a net loss of $1,111,950 for the year ended August 31, 2018.

Liquidity and Capital Resources

As of August 31, 2018, we had $553,669 in current assets consistingof cash, accounts receivable, and prepaid expenses. Our total current liabilities as of August 31, 2018 were $145,961. As a result,we have working capital of $407,707 as of August 31, 2018.

Operating activities used $866,887 in cash for the year ended August31, 2018, as compared with $166,522 in cash provided for the year ended August 31, 2017. Our negative operating cash flow in 2018was mainly the result of our net loss of $1,157,238 from continuing operations, offset mainly by consulting fees paid in stockin the amount of $196,250 and amortization of intangible assets of $106,000. Our positive operating cash flow in 2017 was mainlythe result of our net income from discontinued operations of $325,826, offset mainly by our net loss from continuing operationsof $184,394.

Investing activities used $227,000 in cash for the year ended August31, 2018, as compared with $500,000 used for the year ended August 31, 2017. Our negative investing cash flow for the year endedAugust 31, 2018 is the result of our purchase of intangible assets for our cryptocurrency business and our investment in iCrowdU,offset by the sale of the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobileapplication (Amoney) assets to an unrelated party.

Financing activities provided $1,156,924 cash for the year endedAugust 31, 2018, as compared with $313,816 for the year ended August 31, 2017. Our positive financing cash flow for both periodswas mainly proceeds from the sale of our common stock.

There can be no assurance that we will be successful in raisingadditional 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 August 31, 2018, there were no off balance sheet arrangements.

Going Concern

As of August 31, 2018, we had an accumulated deficit of $1,047,386and net loss of $1,111,950 and net cash used in operations of $866,887 for the year ended August 31, 2018. Losses have principallyoccurred as a result of the substantial resources required for general and administrative expenses associated with our operations.Our continuation as a going concern through August 31, 2019 is dependent upon the continued financial support from our stockholdersor external financing. Management believes the existing stockholders will provide the additional cash to meet with our obligationsas they become due. However, there is no assurance that we will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about our ability to continueas a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverabilityand 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 providesthe opportunity for the Company to continue as a going concern.

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

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

Results of Operations for the Three andNine Months Ended May 31, 2020 and 2019

Revenues

Our total revenue reported for the three monthsended May 31, 2020 was $76,800, compared with $120,227 for the three months ended May 31, 2019. Our total revenue reported forthe nine months ended May 31, 2020 was $371,543, compared with $272,674 for the nine months ended May 31, 2019.

62% and 84% of revenue was generated from onecustomer during the nine months ended May 31, 2020 and May 31, 2019, respectively.

The increase in revenue for the nine monthsended May 31, 2020 over the nine months ended May 31, 2019 is attributable to increased revenue from sublicensing the VideoMixpatent to Anyone Pictures Limited and the new revenue stream of performance matching service fees generated from the Fan Dou HePai Wechat Official account. The decrease in revenue for the three months ended May 31, 2020 over the three months ended May31, 2019 was due to the performance matching platform “Fan Dou He Pai” not generating any revenue during the threemonths ended May 31, 2020 as the outbreak of COVID-19 forbid crowd-gathering for any commercial performances.

Due to the quarantine and continuous control imposedby the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months.The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financialcondition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms.

We expect to continue to achieve steadily increasingrevenues within the coming months. However, as we are a start-up, we have limited operating history to rely upon and we cannotguarantee that our business plan will be successful.

Our cost of revenues was $42,192 for the threemonths ended May 31, 2020, as compared with $44,452 for the three months ended May 31, 2019. Our cost of revenues was $137,217for the nine months ended May 31, 2020, as compared with $124,660 for the nine months ended May 31, 2019.

As a result, we had gross profit of $34,608for the three months ended May 31, 2020, as compared with gross profit of $75,774 for the three months ended May 31, 2019. We hadgross profit of $234,326 for the nine months ended May 31, 2020, as compared with gross profit of $148,013 for the nine monthsended May 31, 2019.

We had a gross profit margin of 45% for thethree months ended May 31, 2020, a decrease from 63% over the three months ended May 31, 2019. We had a gross profit margin of63% for the nine months ended May 31, 2020, an increase from 54% over the nine months ended May 31, 2019

The reason for the increase in our gross profitmargin in 2020 over 2019 is attributable to revenue from the Wechat Official account for the Fan Dou He Pai performance matchingplatform that started generating revenue in February, 2019.

Operating Expenses 

Operating expenses increased to $344,422 forthe three months ended May 31, 2020 from $296,531 for the three months ended May 31, 2019. Operating expenses increased to $866,517for the nine months ended May 31, 2020 from $627,545 for the nine months ended May 31, 2019.

Our operating expenses for the nine monthsended May 31, 2020 consisted of general and administrative expenses of $619,032, research and development expenses of $108,800and related party salary and wages of $138,685. In contrast, our operating expenses for the nine months ended May 31, 2019 consistedof general and administrative expenses of $363,211 and related party salary and wages of $264,334.

We experienced an increase in generaland administrative expenses in 2020 over 2019, mainly as a result of increased rent, salaries, valuation fees, consulting fees,issuance expense for convertible notes, travel and entertainment, and depreciation expense, etc. Related party salary decreasedin 2020 from 2019 due to decreased stock-based compensation as a result of a decline in the Company’s valuation.  

The increase in researchand development expense was due to $108,800 long-term prepayment expensed as research and development expense in Q3, FY2020, becausethe Ai Bian Quan Qiu” platform did not generate any revenue during the COVID-19 period in Q2 (after January 23, 2020) andQ3, FY2020 and the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 2020.

We anticipate our operating expenses will increaseas we undertake our plan of operations, including increased costs associated with marketing, personnel, and other general and administrativeexpenses, along with increased professional fees associated with SEC compliance as our business grows more complex and more expensiveto maintain.

Other Income (Expenses)

We had other expenses of $6,060 for the threemonths ended May 31, 2020 as compared with nominal other income for the three months ended May 31, 2019. We had other expensesof $99,013 for the nine months ended May 31, 2020, as compared with other expenses of $119,912 for the nine months ended May 31,2019. Our other expenses for the nine months ended May 31, 2020 is mainly the result of interest expense of $44,697 and a $54,316loss on change in fair value of derivative liability.

Net (Loss) Income

We incurred a net loss in the amount of $315,874for the three months ended May 31, 2020, as compared with a net loss of $220,719 for the same period ended May 31, 2019. We incurreda net loss in the amount of $731,205 for the nine months ended May 31, 2020, as compared with a net loss of $599,444 for the sameperiod ended May 31, 2019.

Liquidity and Capital Resources

As of May 31, 2020, we had $2,994,482 in currentassets consisting of cash, prepaid expenses, accounts receivable, related party receivable, note receivable and interest receivable.Our total current liabilities as of May 31, 2020 were $565,190. As a result, we have working capital of $2,429,292 as of May 31,2020.

Operating activities used $218,045 in cashfor the nine months ended May 31, 2020, as compared with $615,849 used in cash provided for the same period ended May 31, 2019.Our negative operating cash flow in 2020 was mainly the result of our long-term prepayment of $1,011,200 and our net loss of $731,205,offset mainly by $1,280,000, on asset disposal in connection with our loan to All In One Media. Our negative operating cash flowin 2019 was mainly the result of our net loss of $599,444 and change in our prepaid expenses of $455,362.

Investing activities used $0 in cash for thenine months ended May 31, 2020, as compared with $78,272 used for the nine months ended May 31, 2019. Our negative investing cashflow for May 31, 2019 was the result of $99,584 for the development of intangible assets, and $58,688 for office renovations, offsetby $80,000 in the sale of intangible assets.

Financing activities provided $344,352 forthe nine months ended May 31, 2020, as compared with $416,081provided in financing activities for the nine months ended May 31,2019. Our positive financing cash flow for May 31, 2020 was the result of proceeds from convertible notes and warrants while thepositive financing cash flow for May 31, 2019 was the result of proceeds from the issuance of our common stock.

Based upon our current financial condition, we do not have sufficientcash to operate our business at the current level for the next twelve months. We intend to fund operations through increased salesand debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We planto seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we willbe successful in raising additional funding. If we are not able to secure additional funding, the implementation of our businessplan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms orat all.

We believe that the current cash balances together withrevenue anticipated to be generated from operations will not be sufficient to meet our current working capital needs. We willseek further funding from either share issuances or debt financing. Should we not be successful, we may have to curtail our operationssignificantly. Due to the COVID-19 pandemic, our ability to generate revenue has been significantly impacted. We anticipate thatwe will restart generating revenue once we launch the video streaming service. However, it is difficult to determine when we maystart to generate revenue from operation. 

Off Balance Sheet Arrangements

As of May 31, 2020, there were no off balancesheet arrangements.

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

We do not expect theadoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial positionor cash flow. 

DIRECTORS AND EXECUTIVEOFFICERS

  Our current executive officer and directoris as follows:

Chiyuan Deng

Mr. Deng is an investor, producer, and director of Chinese films.He has worked as Vice Chairman of the Guangdong Province Film and TV Production Industry Association and Vice Secretary Generalof the China City Image Project Advancement Committee. He has extensive investment and management experience, including in theareas of corporate development and business investment activities. Mr. Deng graduated from Guangzhou Broadcast TV University in1987. Mr. Deng is Jianli Deng’s father.

Mr. Deng does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

We have chosen Mr. Deng as our director because of his experiencein the movie production business.

Linqing Ye

Mr. Ye currently works in the management of a filming studio andproduction group in China. Mr. Ye has over 15 years of experience working in movie production, and from 2008 to 2010 he workedas a video photographer with a team that served as a partner for Google in China.

Mr. Ye does not hold and has not held over the past five years anyother directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

We have chosen Mr. Ye as the Chief Operating Officer because ofhis experience in the movie production business.

Jianli Deng

Mr. Deng is a producer of numerous international film and musicproductions involving mixed media. He is the creator of a mobile phone application which brings video merging functions containingsophisticated video editing technology normally utilized by computers to the smart phone. Mr. Deng attended Hong Kong Open Universitywhere he studied music marketing and management. Mr. Deng is Chiyuan Deng’s son.

Mr. Deng does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Lijun Yu

Miss Yu, since 2010 to present serves as assistant to supervisoroffice of Bureau of Panyu Science and Information Technology of Guangzhou where she acts as associated organizer for organizedseveral of business events and conference yearly.

Ms. Yu does not hold and has not held over the past five years anyother directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Brandy Gao

Ms. Gao has more than 10 years of professional service experiencein a variety of industries including software, media, telecommunications, FinTech, pharmaceuticals, biotech, healthcare, financialservices, real estate, manufacturing, and retail. She played leadership roles at PwC and KPMG before starting HG, LLP as a foundingpartner.

Ms. Gao does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Dennis Chung

Mr. Chung has over 20 years of experience working with both newstartups and larger enterprise technology companies. Having worked in research and development, sales, and engineering, Mr. Chungis able to bring a unique perspective to what it takes to launch and maintain new software products. Mr. Chung understands howto craft products that take into account all parts of an organization while maintaining a customer-centric approach.

Mr. Chung does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Ho Fai Lam

From Jan 2014 to present, Mr. Lam is a director of Gay Giano CompanyLimited, a company holding patent and trademarks in the fashion industry.

Mr. Lam has over 20 years’ experience in treasury managementin the banking industry and 10 years of corporate finance experience.

Mr. Lam does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Ruiyu Guan

From May 2014 to present, Ms. Guan has served as Secretary Generalof Guangdong Jin Shi Gold L.L.C. in China.

Ms Guan does not hold and has not held over the past five yearsany other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subjectto the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the InvestmentCompany Act of 1940.

Other Significant Employees

Other than our executive officer, we do not currently have any significantemployees.

Term of Office

Our directors are appointed for a one-year term to hold office untilthe next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers areappointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.

Family Relationships

There are no family relationships between or among the directors,executive officers or persons nominated or chosen by us to become directors or executive officers, aside from Jianli and ChiyuanDeng, who are father and son.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current executive officers,nominees for directors, or current directors have been involved in any legal proceeding identified in Item 401(f) of RegulationS-K, including:

ii.       Engagingin any type of business practice; or

i.       Any Federalor State securities or commodities law or regulation; or

During the past 5 years, none of our promoter or control personhas been involved in any legal proceeding in any of the following:

Audit Committee

The Board of Directors hasan audit committee to assist the Board of Directors in the execution of its responsibilities. Our audit committee is comprisedsolely of non-employee, independent directors as defined by NYSE American market listing standards.

The Audit Committee was establishedin October of 2019 and is comprised of Directors Ruiyu Guan and Ho Fai Lam, and is chaired by Director Lam.

The Audit Committee approvesthe selection of our independent accountants and meets and interacts with the independent accountants to discuss issues relatedto financial reporting. In addition, the Audit Committee reviews the scope and results of the audit with the independent accountants,reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accountingprocedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performanceof the independent auditor.

For the fiscal year endingAugust 31, 2019, the Audit Committee:

1. Reviewed and discussed theaudited financial statements with management, and

2. Reviewed and discussed thewritten disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.

Based upon the Audit Committee’sreview and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements forthe year ended August 31, 2019 to be included in this Annual Report.

The Board has determined thatMr. Lam of the Audit Committee qualifies as an audit committee financial expert as defined under applicable SEC rules and alsomeets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities ExchangeAct of 1934, as amended.

EXECUTIVE COMPENSATION

The table below summarizesall compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended August 31,2019 and 2018.

On July 30, 2018, we entered into an employment agreement with ChiyuanDeng to serve as our President. The agreement is for six years and we issued Mr. Deng 400,000 shares for his services. Under theagreement, Mr. Deng is eligible for a bonus if provided by the board, vacation, medical, insurance and other benefits.

On July 31, 2018, we entered into an employment agreement with JianliDeng to serve as our Secretary and Treasurer. The agreement is for six years and we issued Mr. Deng 200,000 shares for his services.Under the agreement, Mr. Deng is eligible for a bonus if provided by the board, vacation, medical, insurance and other benefits.

On February 8, 2019, we entered into a six year Employment Agreementwith Miss Yu to serve as Chief Marketing Officer. We agreed to issue to Miss Yu 200,000 shares of common stock upon execution andhe is eligible for an annual bonus, paid vacation and health insurance benefits. Upon his death or disability, Miss Yu is entitedto $1,000,000 prior to all taxes and other withholdings. Miss Yu is entitled to severance benefits upon certain conditions.

On February 8, 2019, we entered into a six year Employment Agreementwith Mr. Linqing Ye to serve as Chief Operating Officer. We agreed to issue to Mr. Ye 200,000 shares of common stock upon executionand he is eligible for an annual bonus, paid vacation and health insurance benefits. Upon his death or disability, Mr. Ye is entitedto $1,000,000 prior to all taxes and other withholdings. Mr. Ye is entitled to severance benefits upon certain conditions.

The table below summarizes all unexercised options, stock that hasnot vested, and equity incentive plan awards for each named executive officer as of August 31, 2019.

Director Compensation

EffectiveOctober 17, 2019, the Company has appointed Mr. Ho Fai Lam and Ms. Gigi Ruiyu Guan as members of Board of Directors. As non-employeedirectors, Mr. Lam and Ms. Guan will be entitled to participate in our Director Compensation Plan. Under Plan, independent directorswill receive $1,000 for each meeting of the Board of Directors attended in person and $1,000 for each two meetings of the Boardof Directors in which they participate by telephone or video conference. Additionally, they will receive an annual payment of (i)2,000 shares of the Company’s common stock, par value $0.001, which shall be paid in quarterly grants of 500 shares, and(ii) an option to purchase 2,000 shares of the Company’s common stock, a quarter of which shall vest each quarter. This Planis based on three-year term of office.

SecurityOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of July 31, 2020 certain informationas to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding commonstock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:

* Less than 1%

Transactions with Related Persons

Except as provided in “Description ofBusiness” and “Executive Compensation” set forth above, for the past two fiscal years there have not been, andthere is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant inwhich the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-endfor the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of ourcapital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect materialinterest.

The Company has entered into a patent licenseagreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreementis 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 andsub-licensing of this patent every year. The royalty expenses during the year ended August 31, 2019 and 2018 are $60,928 and $50,022,respectively.

In December, 2018, the Company appointed BrandyGao as Chief Financial Officer and issued 100,000 shares as compensation. In February 2019, the Company appointed Linqing YeasChief Operational Officer and Lijun Yu as Chief Marketing Officer, and issued 10,000,000 shares to each of them as compensation.During the year ended August 31, 2019, $210,584 was paid to five executives in the form of stock-based compensation and $$14,976cash salary was paid to the Chief Operational Officer.

As of August 31, 2019, the company has $35,348related party receivable from Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng. Youall PerformServices Ltd collected revenue from the performance matching platform (Ai Bian Quan Qiu) on behalf of the Company.

The Company rented an office from Zestv StudiosLtd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of $5,504 as there is a one-monthlag in payment of the office rent.

PART I. Financial Information 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Yu Certified Public AccountantPC

Professionalism, Expertise, Integrity

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To theShareholders and Board of Directors of
AB International Group Corp

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheets of AB International Group Corp (the “Company”) as of August31, 2019, and 2018, and the related consolidated statements of operations, statements of changes in stockholders’ equityand consolidated statements of cash flows for the years then ended, and the related notes (collectively referred to as the financialstatements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financialpositions of AB International Group Corp as of August 31, 2019, and 2018, and the results of their operations and their cash flowsfor the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion onthe Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordancewith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsto obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to erroror fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for thepurpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,we express no such opinion.

Ouraudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due toerror or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that our audits provide a reasonable basis for our opinion.

/s/ YuCertified Public Accountant PC

We haveserved as the Company's auditor since 2017.

New York,New York

October21, 2019

Certified Public Accountants

99 Madison Avenue, Suite601, New York NY 10016

Tel: 646-430-5761

Email: Info@yucpa.net

ABINTERNATIONAL GROUP CORP.

CONSOLIDATEDBALANCE SHEETS

Theaccompanying notes are an integral part of these consolidated financial statements.

AB INTERNATIONAL GROUPCORP.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

The accompanying notesare an integral part of these consolidated financial statements.

ABINTERNATIONAL GROUP CORP.

CONSOLIDATEDSTATEMENTS OF STOCKHOLDERS’ EQUITY

The accompanying notesare an integral part of these consolidated financial statements.

AB INTERNATIONAL GROUPCORP.

CONSOLIDATED STATEMENTSOF CASH FLOWS

The accompanying notesare an integral part of these consolidated financial statements.

AB INTERNATIONAL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended August 31, 2019 and 2018

NOTE 1 - ORGANIZATIONAND 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 intendedto 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 stocksale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailerpromotions 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 moviedistributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform todevelop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or onlinewatch prices in the China market.

On June 1, 2017, we entered into a Patent LicenseAgreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a companyincorporated in China (“Licensor”), granted to us a worldwide license to a video synthesis and release system for mobilecommunications equipment (the “Technology”). The Technology is the subject of a utility patent in the People’sRepublic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology for an initial periodof one year from October 1, 2017 to September 30, 2018, subject to a right to renew. We were obligated to pay the Licensor $500,000within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilizationof the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, ChiyuanDeng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the paymentof $500,000 initial payment amount due under the Agreement. In October, 2018, the term of this sublicensing agreement was renewedand extended until October 31, 2019.

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

On March 10, 2018, we acquired intellectualproperty for $200,000 from All In One Media Ltd, previously named as Aura Blocks Ltd. On March 19, 2018, we entered into consultingagreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreementshave terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kongand China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, wehave issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectualproperty to China IPTV Industry Park Holdings Ltd. for $80,000.

On March 21, 2018, we acquired the intellectualassets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operationof cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plansto generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposesto bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000common 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 rightsand personal property.

We planned to generate revenue through sub-licensingfees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something thatis otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with futureworld-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC andcryptocurrencies 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 thisannual report, no such information has been provided. In addition, the IP including domain names were transferred to others whileMessrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM businessand relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintechhas materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transactionto our transfer agent for immediate cancellation. We have not yet received the certificate for termination.

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

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

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

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

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

On October 25, 2018, the above parties enteredinto an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each partyfrom 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 sharespurchased 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 enteredinto an agreement to acquire a movie copyright for $768,000 from All In One Media Ltd, which holds 200,000 common shares ofthe Company as of August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura BlocksLimited is $153,600 as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside themainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside themainland China once this movie is completed in June, 2019. In August of 2019, the Company sold this movie copyright to ChinaIPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538.

In December of 2018, we engaged StarEastnet,a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matchingplatform (Ai Bian Quan Qiu) and a WeChat official account to advertise the platform. The matching platform is to arrange performanceevents for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximizetheir profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commutingamong different events. “Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantlyand accurately match performers and advertisers or merchants. The company charges agency service fees for each successful eventmatched through the platform. Due to the quarantine and continuous control imposed by the state and local governments in areasaffected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to shut down the Ai BianQuan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generaterevenue and access sources of liquidity on reasonable terms.

In June, 2019, the Company completed the developmentof a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantageof the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovativevideo and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitatedthe duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platformas 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 intoa 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 AuraBlocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July31, 2020. The Company expects to have similar short term note receivables for the next few years.

NOTE 2 –SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Basis of Consolidation

The financial statements have been preparedon 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 year period ended August 31, 2019.

Use of Estimates

The preparation of financial statements inconformity with accounting principles generally accepted in the United States requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date thefinancial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differfrom 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 areoutside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial riskarise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company doesnot use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translatedat historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenuesand expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statementsinto U.S. dollars are included in current results of operations.

Accounts Receivable

Accounts receivable consist of amounts duefrom promotional services provided. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowancefor 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 year ended August 31, 2019 and 2018, and no write-offfor bad debt were recorded for the year ended August 31, 2019, and 2018.

Prepaid Expenses

Prepaid expenses primarily consist of consultingfees that have been paid in advance and prepayments of financial adviser fee, OTC market annual fee, and website and domain fee.The prepaid balances are amortized when the related expense is incurred.

Note Receivable

Note receivable is a one-year note bearingannual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the electionof 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 furnitureEstimated and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciationis computed using the straight-line method over estimated useful lives listed below:

Leasehold Improvement

Leasehold improvement is related to the enhancementspaid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovationor acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completedand 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 depreciatedas follows:

Amortized costs of the intangible asset arerecorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company.

Revenue Recognition

The Company adopted ASCTopic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method.

In accordance with ASCTopic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount thatreflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies thefollowing five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations undereach of its agreements:

The Company does notbelieve that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’srevenues could be different for any period if management made different judgments or utilized different estimates. Generally, theCompany recognizes revenue under ASC Topic 606 for its performance obligation.

The Company generates revenue from sub-licensinga 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 monthlybased upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company chargesAnyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing feebased upon a fixed number 2,000,000 users.

The “Ai Bian Quan Qiu” platformservice revenue is derived principally from providing matching service to merchants who are looking for actors to perform at theiradvertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of theactors’ 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 isan agent. Therefore, this service revenue is recognized at a net basis.

Leasing

The Company has operating leases foran office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includesan embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term.

Income Taxes

The Company accounts for income taxes pursuantto FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method wherebydeferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilitiesare recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assetsand 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 taxesrepresents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferredtax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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 onthe income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by therelevant taxing authority. At August 31, 2019, there was unrecognized tax benefits. Please see Notes 11 for details.

Value-Added Taxes

The Company generates revenue in People's Republicof China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%.In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxesand additional education fees on VAT payable.

For the year ended August 31, 2019, the Company’srevenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surchargesat a rate of 12% of the VAT payable. The Company did not incur any VAT tax for the year ended August 31, 2018 as the “AiBian Quan Qiu” platform did not start generating revenue until February, 2019.

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per sharein accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earningsper share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) availableto common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) pershare gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes allpotential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instrumentswere issued or outstanding as of August 31, 2019 and August 31, 2018.

The earnings per share after the reverse stocksplit 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 recognizein its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right touse the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accountingpolicy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessorsare 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 ASUNo. 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 Rescissionof Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption dateoption for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may stilladopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effectivedate and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

In February 2018, theFASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due tothe enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the taxeffects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effectivefor periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded thatthere was no impact on its consolidated financial position and results of operations.

In March 2018, the FASBissued 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 expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includesDecember 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concludedthat there was no impact on its consolidated financial position and results of operations.

In June 2018, the FASBissued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-BasedPayment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently onlyincludes 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 Subtopic505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscalyears beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendmentsare effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contractswith Customers. The Company does not currently expect the adoption of the amendment to have a material impact on its consolidatedfinancial position and results of operations.

In July 2018, the FSABissued 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 clarificationsaddress 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 transitionadjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interimperiods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interimperiod, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standardupdate on its consolidated financial statements.

In July 2018, the FASBissued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adoptthe new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizesa cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparativeperiod’s financials will remain the same as those previously presented. Entities that elect this optional transition methodmust provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have onour consolidated financial statements and related disclosures.

NOTE 3 –PREPAID EXPENSES

On June 1, 2018, the Company entered into anagreement with an outside phone apps designer to develop a VideoMix smartphone app for video synthesis and sharing. In June of2019, the Company completed the VideoMix development and reclassified the previously recognized prepaid expense related to thisVideomix development as intangible asset. In August of 2019, the Company sold the video mix APP to Anyone Pictures Limited for$422,400 with a gain of $59,792.

On September 5, 2018, the Company acquireda movie copyright from Aura Blocks Limited at a purchase price of $768,000. As of August 31, 2019, the Company has one remainingpayment of $153,600 recorded in other payable. The Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600with a gain of $89,538.

Prepaid expense as of August 31, 2019 includes$6,667 prepaid consulting fees net of amortization, $3,500 prepayment of financial advisor fee, $11,000 prepayment of OTC marketannual fee, and $803 prepaid website and domain fee.

NOTE 4 –RECEIVABLE ON ASSET DISPOSAL

Receivable on Asset Disposal is comprised of$1,280,000 receivable from sales of two intangible assets, a Videomix APP and a movie copyright. The receivable amount from thesales of the movie copyright and the Videomix APP are $857,600 and $422,400, respectively. Refer to NOTE 14 for the subsequentcollection of this receivable balance.

NOTE 5 – NOTE RECEIVABLE

Note receivable relates to the one-year loanof $1,280,000 the Company lends to All In One Media Ltd at an annual interest rate of 10%. The loan principal is due at the endof the term on July 31, 2020. The Company has generated an interest income and an interest income receivable of $8,725 for themonth of August, 2019.

NOTE 6 –DISCONTINUED OPERATIONS

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

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

The following table shows the results of operationsof mobile application and copyright for year ended August 31, 2019 and 2018 which are included in the gain from discontinued operations:

NOTE 7 – LEASEHOLD IMPROVEMENT

Leasehold improvement relates to renovationand upgrade of an office and an offline display store. 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 companypurchased on behalf of the Company. As of August 31, 2019, the Company has paid $161,088 to the construction company with a remainingunpaid balance of $4,672 recorded in other payable. As the renovation is completed as of August 31, 2019, the Company capitalizedthe renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. The leasehold improvementis depreciated over 3 years which equal the terms of the operating lease for renting an office.

NOTE 8 – INTANGIBLE ASSETS

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

Amortization expenses for year ended August31, 2019 and 2018 was $126,791 and $106,000 respectively.

On November 10, 2018, the Company sold the$200,000 intellectual property from Aura Blocks Limited for $80,000 with a realized loss of $120,000. In August of 2019, the Companysold the movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538 and the Videomix APP to AnyonePictures Limited for $422,400 with a gain of $59,792.

NOTE 9 –OTHER PAYABLE

Other payable primarily consists of the lastinstallment of $153,600 to Aura Blocks Limited for purchasing the movie copyright, $3,584 payable for a cloud hosting service,and $4,672 remaining payment for the office renovation.

NOTE 10– RELATEDPARTY TRANSACTIONS

In support of the Company’s efforts andcash requirements, it may rely on advances from related parties until such time that the Company can support its operations orattains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment forcontinued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances areconsidered temporary in nature and have not been formalized by a promissory note. During the year ended August 31, 2018, a shareholderpaid an invoice of $74 on behalf of the Company. During the year ended August 31, 2019, there are no such related party transactions.

The Company has entered into a patent licenseagreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreementis 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 andsub-licensing of this patent every year. The royalty expenses during the year ended August 31, 2019 and 2018 are $60,928 and $50,022,respectively.

In December, 2018, the Company appointed BrandyGao as Chief Financial Officer and issued 100,000 shares as compensation. In February 2019, the Company appointed Linqing YeasChief Operational Officer and Lijun Yu as Chief Marketing Officer, and issued 10,000,000 shares to each of them as compensation.During the year ended August 31, 2019, $162,003 was paid to six executives in the form of stock-based compensation and $14,976cash salary was paid to the Chief Operational Officer.

As of August 31, 2019, the company has $35,348related party receivable from Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng. Youall PerformServices Ltd collected revenue from the performance matching platform (Ai Bian Quan Qiu) on behalf of the Company.

The Company rented an office from Zestv StudiosLtd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of $5,504 as there is a one-monthlag in payment of the office rent.

NOTE 11– EQUITY

Effective as of June 6, 2018, AB InternationalGroup 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 year ended August 31, 2019, thefollowing 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:

In June, 2019, the Company incurred a 50:1common reverse stock split . Prior to approval of the reverse split the Company had a total of 177,100,000 issued and outstandingshares of common stock, par value $0.001. On the effective date of the reverse split, the Company has a total of 3,602,016 issuedand 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 ReverseSplit, 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 creditedwith the amount by which the stated capital is reduced. The net income or loss and net book value per share of common stock willbe increased, because there will be fewer shares of common stock outstanding.

The Company issued the following common sharesduring year ended August 31, 2019:

The Company has 4,822,016 issued and outstandingshares of common stock as of August 31, 2019 and 147,325,000 issued and outstanding shares of common stock as of August 31, 2018,prior to the stock reverse split. These common shares were held by approximately 513 and 32 shareholders of record at August 31,2019 and 2018, respectively.

NOTE 12– INCOME TAXES

On December 22, 2017, the United States enactedthe Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completedthe accounting for the effects of the Act. The Company’s financial statements for the year ended August 31, 2019 reflectcertain 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, includinga valuation allowance, are as follows as of August 31, 2019 and August 31, 2018:

The valuation allowance for deferred tax assetswas $201,056 as of August 31, 2019 and $149,948 as of August 31, 2018. In assessing the recovery of the deferred tax assets, managementconsiders whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimaterealization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporarydifferences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxableincome, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not thedeferred tax assets would not be realized as of August 31, 2019 and August 31, 2018.

Reconciliation between the statutory rate andthe effective tax rate is as follows at August 31, 2019 and August 31, 2018:

The Company’s fully owned subsidiaryApp Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject toa tax rate of 16.5%.

During the years ended August 31, 2019 and2018, the Company and its subsidiary have incurred a loss of ($404,635) and ($1,111,950), respectively. As a result, the Companyand its subsidiary did not incur any income tax during the years ended August 31, 2019 and 2018.

NOTE 13 – CONCENTRATION RISK

45% and 100% of revenue was generated fromone customer during the year ended August 31, 2019 and 2018, respectively.

100% of account receivables was due from onecustomer as of August 31, 2019 and August 31, 2018.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company leases office premises and a displaystore under non-cancelable operating lease agreements with an option to renew the lease. The rental expense for the year endedAugust 31, 2019 and 2018 was $34,381 and $19,456 respectively. All leases are on a fixed payment basis. None of the leases includecontingent rentals. The Company had lease commitment of $229,120 as of August 31, 2019, of which $87,245 was within one year.

Future lease commitments

NOTE 15 –SUBSEQUENT EVENTS

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

On September 2, 2019, the Company paid off the balance of $153,600to Aura Blocks Limited to acquire the movie copyright. On September 3, 2019, the Company collected the sales proceeds of $857,600from selling the movie copyright. On September 24 and October 16, 2019, the Company collected $422,400 from Anyone Pictures Limitedfor the sales of the Videomix APP. Therefore, $1,280,000 receivable from sales of two intangible assets has been collected.

On September 4, 2019, the Company entered into another loan agreementto lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producingfilms and digital videos in Hong Kong. The term of note receivable is from September 4, 2019 to March 3, 2020.

Effective October 17, 2019, the Company has appointed Mr. Ho FaiLam and Ms. Gigi Ruiyu Guan as members of Board of Directors. As non-employee directors, Mr. Lam and Ms. Guan will be entitledto participate in our Director Compensation Plan. Under Plan, independent directors will receive $1,000 for each meeting of theBoard of Directors attended in person and $1,000 for each two meetings of the Board of Directors in which they participate by telephoneor video conference. Additionally, they will receive an annual payment of (i) 2,000 shares of the Company’s common stock,par value $0.001, which shall be paid in quarterly grants of 500 shares, and (ii) an option to purchase 2,000 shares of the Company’scommon stock, a quarter of which shall vest each quarter. This Plan is based on three-year term of office.

PART I. FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS

AB INTERNATIONAL GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral partof these financial statements.

ABINTERNATIONAL GROUP CORP.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS 

(Unaudited)