AB International Group (NASDAQ: ABQQ) files 10-K/A to add auditor consent and certifications

Rhea-AI Filing Summary

AB International Group Corp. filed Amendment No. 1 to its annual report for the year ended August 31, 2025. The amendment’s sole purpose is to add Exhibit 23.1, the consent of Prager Metis CPAs, LLC, the independent registered public accounting firm, which was inadvertently omitted previously, and to include updated CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. No other parts of the original annual report are being revised or updated. The company reports an aggregate market value of common equity held by non‑affiliates of $446,067 as of the last business day of its most recently completed second fiscal quarter and 8,121,266,321 common shares outstanding as of November 28, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1 

☒	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended August 31, 2025
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 000-55979

AB International Group Corp.

(Exact name of registrant as specified in its charter)

Nevada	37-1740351
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
144 Main Street, Mt. Kisco, NY 10549
(Address of principal executive offices)
(917) 336-2398
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

[X] Yes [ ] No

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

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

[  ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $446,067     

State the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date: 8,121,266,321 common shares as of November 28, 2025.

EXPLANATORY NOTE

AB International Group Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which was originally filed with the Securities and Exchange Commission on December 1, 2025 (the “Original Filing”).

The sole purpose of this Amendment is to file Exhibit 23.1 – Consent of Prager Metis CPAs, LLC, the Company’s independent registered public accounting firm, which was inadvertently omitted from the Original Filing.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A sets forth the complete text of Item 15 and includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, dated as of the date of this filing.

No other information included in the Original Filing is amended hereby, and this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or modify or update those disclosures affected by subsequent events.

Item 15. Exhibits, Financial Statements Schedules

(a) Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

Incorporated by Reference

Filed or Furnished

Exhibit Number

Exhibit Description

Form

Exhibit

Filing Date

Herewith

3.1

Articles of Incorporation

S-1

3.1

10/10/14

3.2

Bylaws

S-1

3.2

10/10/14

3.3

Certificate of Amendment

8-K

3.1

6/7/18

3.4

Certificate of Change

8-K

3.1

6/18/19

3.5

Certificate of Amendment, dated October 11, 2022

S-1

3.5

6/26/24

3.6

Certificate of Designation Series A Preferred

8-K

3.1

9/11/20

3.7

Certificate of Withdrawal of Designation for Series B Preferred

8-K

3.3

12/1/23

3.8

Certificate of Withdrawal of Designation for Series C Preferred

8-K

3.1

12/1/23

3.9

Certificate of Withdrawal of Designation for Series D Preferred

8-K

3.2

12/1/23

4.1

Convertible Promissory Note

8-K

4.1

11/21/19

4.2

Convertible Debenture

8-K

4.1

12/18/19

.

4.3

Common Stock Purchase Warrant

8-K

4.2

12/18/19

4.4

Convertible Promissory Note

8-K

4.1

1/10/20

4.5

Convertible Promissory Note

8-K

4.2

1/10/20

4.6

10% Convertible Note

8-K

4.1

2/21/20

4.7

10% Convertible Note

8-K

4.2

2/21/20

4.8

Convertible Promissory Note

8-K

4.1

3/18/20

4.9

Common Stock Purchase Warrant

8-K

10.1

3/18/20

4.10

10% Convertible Note

8-K

4.1

7/23/20

4.11

Convertible Promissory Note

8-K

4.1

7/28/20

4.12

Common Stock Purchase Warrant

8-K

4.1

8.3.20

4.13

Convertible Promissory Note

8-K

4.1

8/24/2020

4.14

Convertible Promissory Note

8-K

4.1

9/4/20

4.15

Convertible Promissory Note

8-K

4.2

9/4/20

4.16

Convertible Promissory Note

8-K

4.1

10/15/20

4.17

Common Stock Purchase Warrant

8-K

4.1

8/2/22

4.18

Common Stock Purchase Warrant

8-K

4.1

6/13/24

10.1

Patent License Agreement

8-K

10.1

6/6/17

1

10.2		Agreement for Termination and Release		8-K			10.1			11/1/18
10.3		Chief Marketing Officer Employment Agreement		8-K			10.1			2/11/19
10.4		Chief Operating Officer Employment Agreement		8-K			10.1			2/11/19
10.5		Securities Purchase Agreement		8-K			10.1			11/21/19
10.6		Securities Purchase Agreement		8-K			10.1			12/18/19
10.7		Securities Purchase Agreement		8-K			10.1			1/10/20
10.8		Securities Purchase Agreement		8-K			10.2			1/10/20
10.9		Securities Purchase Agreement		8-K			10.1			2/21/20
10.10		Securities Purchase Agreement		8-K			10.2			2/21/20
10.11		Securities Purchase Agreement		8-K			4.2			3/18/20
10.12		Securities Purchase Agreement		8-K			10.1			7/23/20
10.13		Securities Purchase Agreement		8-K			10.1			7/28/20
10.14		Equity Purchase Agreement		8-K			10.1			8/3/20
10.15		Registration Rights Agreement		8-K			10.2			8/3/20
10.16		Securities Purchase Agreement		8-K			10.1			8/24/20
10.17		Separation Agreement and Release with Jianli Deng, dated August 29, 2020		8-K			10.1			9/1/20
10.18		Separation Agreement and Release with Lijun Yu, dated August 29, 2020		8-K			10.2			9/1/20
10.19		Separation Agreement and Release with Linqing Ye, dated August 29, 2020		8-K			10.3			9/1/20
10.20		Securities Purchase Agreement		8-K			10.1			9/4/20
10.21		Securities Purchase Agreement		8-K			10.2			9/4/20
10.22		Securities Purchase Agreement		8-K			10.1			10/15/20
10.23		Securities Purchase Agreement		8-K			10.1			10/20/20
10.24		Termination and Release Agreement		8-K			10.1			11/25/20
10.25		Termination and Release Agreement		8-K			10.1			12/1/20
10.26		Series C Preferred Stock Purchase Agreement		8-K			10.1			1/29/21
10.27		Employment Agreement		8-K			10.1			2/24/21
10.28		Series C Preferred Stock Purchase Agreement		8-K			10.1			3/2/21
10.29		Series C Preferred Stock Purchase Agreement		8-K			10.1			11/3/21
10.30		Lease Agreement		8-K			10.1			11/2/21
10.31		Series C Preferred Stock Purchase Agreement		8-K			10.1			9/13/21

2

10.32

Series C Preferred Stock Purchase Agreement

8-K

10.1

1/28/22

10.33

Series C Preferred Stock Purchase Agreement

8-K

10.1

3/21/22

10.34

Amendment to Employment Agreement

8-K

10.1

5/24/22

10.35

Series C Preferred Stock Purchase Agreement

8-K

10.1

6/17/22

10.36

Series C Preferred Stock Purchase Agreement

8-K

10.1

8/1/22

10.37

Common Stock Purchase Agreement

8-K

10.1

8/2/22

10.38

Form of Repurchase Agreement

8-K

10.1

1/29/24

10.39

Series C Preferred Stock Purchase Agreement

8-K

10.1

9/15/22

10.40

Common Stock Purchase Agreement

8-K

10.1

6/13/24

10.41

Stock Purchase Agreement

8-K

10.1

2/25/25

10.42

Contribution Agreement

8-K

10.1

5/9/25

10.45

License Agreement

8-K

10.2

5/9/25

10.46

Securities Purchase Agreement

8-K

10.1

5/27/25

10.47

Amendment to License Agreement

8-K

10.1

7/14/25

10.48

Final Execution Agreement for Intellectual Property Transfer

8-K

10.2

7/14/25

23.1

Consent of Prager Metis CPSs, LLC

X

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101 INS*

Inline XBLR Instance Document

101 SCH*

Inline XBLR Taxonomy Extension Schema Document

101 CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101 LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101 PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101 DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)

* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 

1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AB International Group Corp.

DATE		SIGNATURE		TITLE
December 5, 2025		/s/ Chiyuan Deng		Chief Executive Officer, Chief Financial Officer and Director
		Chiyuan Deng		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

DATE		SIGNATURE		TITLE
December 5, 2025		/s/ Chiyuan Deng		Chief Executive Officer, Chief Financial Officer and Director
		Chiyuan Deng		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

4

FAQ

What is ABQQ AB International Group Corp. changing in its 10-K/A?

The company is filing Amendment No. 1 to its annual report for the year ended August 31, 2025 to add Exhibit 23.1, a consent from Prager Metis CPAs, LLC, and to provide updated CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act.

Does the ABQQ 10-K/A amendment change any financial results or disclosures?

No other information from the original annual report is being amended. The amendment is limited to including the auditor consent as Exhibit 23.1 and updated executive certifications, without revising previously reported disclosures.

What is the market value of ABQQ’s non-affiliate common equity?

The aggregate market value of voting and non-voting common equity held by non-affiliates is stated as $446,067, based on the price of the common stock as of the last business day of the company’s most recently completed second fiscal quarter.

How many ABQQ common shares are outstanding?

The company reports 8,121,266,321 common shares outstanding as of November 28, 2025.

Who is ABQQ’s independent registered public accounting firm?

The amendment identifies Prager Metis CPAs, LLC as the independent registered public accounting firm and includes its consent as Exhibit 23.1.

Who signs ABQQ’s amended annual report?

The report is signed by Chiyuan Deng, who serves as Chief Executive Officer, Chief Financial Officer, Director, and the principal executive, financial, and accounting officer.