Forward-Looking Statements

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





Results of Operations



Revenues


Our total revenue for the year ended August 31, 2022 was $2,928,000, as compared with the revenue of $115,091 for the year ended August 31, 2021.

The significant increase in revenue for the year ended August 31, 2022 was mainly attributable to revenue from the sale of mainland China copyright and broadcast rights for a number of movies to third parties and a related party owned by our officer and director, Mr. Chiyuan Deng, as well as license fee income in connection with the license of our NFT MMM platform to a third party. For the same period last year in 2021 , we had to shutdown of the performance matching platform (Ai Bian Quan Qiu). Since no large social gathering was allowed as a result of COVID-19, there has been no revenue generated from the performance matching platform (Ai Bian Quan Qiu) since the end of January, 2020. Our revenue in 2021 was mainly attributable to patent sublicensing.

Our cost of revenues was $3,221,789 for the year ended August 31, 2022, as compared with $1,494,328 for the year ended August 31, 2021. The increase in cost of revenues was mainly due to the result of amortizing movie copyrights and broadcast rights as a result of the Company obtaining more movie copyrights and broadcast rights in fiscal 2022 as compared to fiscal 2021.

As a result, we had a gross loss of $293,789 for the year ended August 31, 2022, as compared with a gross loss of $1,379,237 for the year ended August 31, 2021. The negative gross profits for the years ended August 31, 2022 and 2021 were attributable to the amortization of movie broadcast rights exceeded the revenue from the copyright sales of films and patent sublicensing, respectively.

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





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Operating Expenses


Operating expenses was $1,737,998 for the year ended August 31, 2022, as compared to $1,844,670 for the year ended August 31, 2021.

Our operating expenses for year ended August 31, 2022 consisted of general and administrative expenses of $1,190,360 and related party salary and wages of $547,638. In contrast, our operating expenses for the years ended August 31, 2021 consisted of general and administrative expenses of $1,511,333 and related party salary and wages of $333,337.

We experienced a decrease in general and administrative expenses in fiscal 2022 as compared to fiscal 2021, mainly as a result of decreased consulting fees and depreciation expense, while salaries, professional fees, travel and entertainment increased in 2022 as compared with 2021.

We experienced an increase in related party salary and wages in fiscal 2022 as compared to fiscal 2021. During the years ended August 31, 2022 and 2021, the Company paid the Chief Executive Offer and Chief Financial Officer total compensation of $393,165 and $270,125, respectively. The Company also paid Chief Investment Officer total compensation of $154,473 and $63,212, respectively, for the years ended August 31, 2022 and 2021.

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

Other Expenses

We had other expenses of $142,184 for the years ended August 31, 2022, as compared with other expenses of $413,702 for the year ended August 31, 2021. Our other expenses for fiscal 2022 was the result of penalty expenses recorded in connection with the conversion of the Company's Series C preferred stocks due to the fact that the Company was late filing the Form 10-Q for the period ended February 28, 2022. Our other expenses in fiscal 2021 were mainly the result of interest expense and the loss from prepaid convertible notes and warrant exercises.





Net Loss


We incurred a net loss in the amount of $2,173,971 for the year ended August 31, 2022, as compared with a net loss of $3,582,262 for the year ended August 31, 2021.

Liquidity and Capital Resources

As of August 31, 2022, we had $97,258 in current assets consisting of cash and prepaid expenses. Our total current liabilities as of August 31, 2022 were $954,124. As a result, we have a negative working capital of $856,866 as of August 31, 2022 as compared with a negative working capital of $228,669 as of August 31, 2021.

Operating activities used $1,500,168 in cash for the year ended August 31, 2022, as compared with $5,143,038 used in cash for the year ended August 31, 2021.

Our negative operating cash flow in fiscal 2022 was mainly the result of our net loss for the year combined with the purchase and deposit for acquiring movie and TV series copyrights and broadcast rights, and the decrease of related party payable balance, offset by the amortization of intangible assets, and increased account payable and accrued liabilities.

Our negative operating cash flow in fiscal 2021 was mainly the result of our net loss for the year combined with changes in purchase deposit, accounts payable and accrued liabilities, purchase of movie and TV series broadcast right and copyright, and offset by related party payable.

We had no investing activities for the year ended August 31, 2022. We used $5,000 in cash in investing activities for the year ended August 31, 2021.

Financing activities provided $1,452,138 for the year ended August 31, 2022, as compared with $2,825,230 provided by financing activities for the year ended August 31, 2021. Our positive financing cash flow in fiscal 2022 was the result of proceeds from issuance of our common stock and preferred stock and from increase of due to stockholders. Our positive financing cash flow in fiscal 2021 was the result of proceeds from convertible notes and sales of our common stock and preferred stock, offset by payments for warrant termination and prepayments for convertible notes.





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Going Concern


Our consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2022, the Company had an accumulated deficit of approximately $8.8 million and a working capital deficit of $856,866. For the year ended August 31, 2022, the Company incurred a net loss of approximately $2.2 million and the net cash used in operations was approximately $1.5 million. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations.

Although, the Company generated significant revenue of approximately $2.9 million as the result of selling the mainland China movie and TV series copyrights and broadcast rights, as well as the licensing fee from the NFTMM platform in fiscal 2022, the future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will continue to provide the additional cash to meet the Company's obligations as they become due. The Company also intends to fund operations through cash flow generated from the operations, including the expected ticket sales from Mt. Kisco movie theatre, equity financing, debt borrowings, and additional equity financing from outside investors, to ensure sufficient working capital. However, no assurance can be given that additional financing, if required, would be available on favorable terms or at all. If we are not able to secure additional funding, the implementation of our business plan will be impaired.

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

Off Balance Sheet Arrangements

As of August 31, 2022, there were no off-balance sheet arrangements.





Critical Accounting Policies


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

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

Recently Issued Accounting Pronouncements

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

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