AERA Amends 10-K for Auditor Consent, SOX Certifications

TL;DR

**AERA's 10-K/A is a minor, technical fix for auditor consent, don't expect any material financial news.**

AI Summary

AB International Group Corp. (AERA) filed a 10-K/A on December 8, 2025, solely to include Exhibit 23.1, the Consent of Prager Metis CPAs, LLC, its independent registered public accounting firm, which was inadvertently omitted from the original Form 10-K filed on December 1, 2025. This amendment also includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The filing explicitly states that no other information from the original filing is amended, and it does not reflect events occurring after the original filing date or modify disclosures affected by subsequent events. As of November 28, 2025, the company had 8,121,266,321 common shares outstanding, with an aggregate market value of voting and non-voting common equity held by non-affiliates at $446,067. The company is a smaller reporting company and a non-accelerated filer, indicating its relatively small size and market capitalization. The amendment does not provide updated financial figures for revenue or net income, focusing strictly on the regulatory compliance aspect of the auditor's consent.

Why It Matters

This 10-K/A filing is crucial for AB International Group Corp. as it rectifies a significant regulatory oversight by including the auditor's consent, a mandatory component for SEC filings. For investors, the inclusion of Prager Metis CPAs, LLC's consent and the updated Sarbanes-Oxley certifications reinforce the integrity of the financial reporting process, albeit without changing any financial figures. Failure to include such a consent could lead to SEC scrutiny or questions regarding the validity of the financial statements. In a competitive landscape, robust regulatory compliance is a baseline expectation, and this amendment ensures AERA meets that standard, potentially avoiding negative perceptions compared to peers.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is a technical amendment solely to include an inadvertently omitted auditor's consent (Exhibit 23.1) and updated SOX certifications. The filing explicitly states, "No other information included in the Original Filing is amended hereby," indicating no changes to financial statements or operational disclosures, thus posing minimal new risk to investors.

Analyst Insight

Investors should view this 10-K/A as a routine compliance update rather than a signal for new financial performance or strategic shifts. No immediate action is required based on this filing alone, as it does not alter the company's financial position or outlook. Continue to monitor AERA for substantive operational or financial news.

Key Numbers

• $446,067 — Aggregate Market Value of Non-Affiliate Common Equity (As of the last business day of the most recently completed second fiscal quarter, indicating the company's relatively small market capitalization.)
• 8,121,266,321 — Common Shares Outstanding (As of November 28, 2025, highlighting a significant number of shares in circulation.)
• December 8, 2025 — 10-K/A Filing Date (Date of the amendment filing, correcting an omission from the original December 1, 2025 filing.)

Key Players & Entities

• AB International Group Corp. (company) — registrant filing the 10-K/A
• Prager Metis CPAs, LLC (company) — independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• Chiyuan Deng (person) — Chief Executive Officer, Chief Financial Officer, and Director
• $446,067 (dollar_amount) — aggregate market value of common equity held by non-affiliates as of the last business day of the most recently completed second fiscal quarter
• 8,121,266,321 (dollar_amount) — common shares outstanding as of November 28, 2025

FAQ

Industry Context

AB International Group Corp. operates within a broad and competitive landscape, likely encompassing various sectors given its diverse historical filings. As a smaller reporting company and non-accelerated filer, it faces challenges in competing with larger, more established entities that benefit from greater resources and market presence. Industry trends such as digital transformation, evolving consumer preferences, and regulatory shifts are likely influencing its strategic decisions, though specific industry dynamics are not detailed in this amendment.

Regulatory Implications

The primary regulatory implication of this 10-K/A filing is the company's adherence to SEC disclosure requirements, specifically the timely inclusion of auditor consent and SOX certifications. Failure to maintain these compliance standards could lead to SEC scrutiny or trading halts. The company's status as a smaller reporting company and non-accelerated filer suggests it operates under a less stringent regulatory framework compared to larger corporations.

What Investors Should Do

1. Review original 10-K for substantive information.
2. Monitor future filings for operational and financial updates.
3. Assess the significance of the auditor's consent.

Key Dates

• 2025-12-08: Filing of 10-K/A amendment — This amendment was filed solely to include Exhibit 23.1, the Consent of Prager Metis CPAs, LLC, which was inadvertently omitted from the original Form 10-K. It also includes new SOX 302 and 906 certifications.
• 2025-12-01: Original Form 10-K filing — This was the initial annual report filing, which was later amended due to an omission of the auditor's consent.
• 2025-11-28: Determination of shares outstanding and market value — As of this date, the company had 8,121,266,321 common shares outstanding, with a non-affiliate market capitalization of $446,067. This data point is crucial for determining filer status.

Glossary

10-K/A

An amended annual report filed with the SEC. It is used to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to the company's annual report, indicating a correction or addition to the original filing.)

Exhibit 23.1

A specific exhibit required in SEC filings, typically representing the consent of an independent auditor to the use of their report in the filing. (The inclusion of this exhibit was the sole purpose of the 10-K/A filing, highlighting its importance for regulatory compliance.)

Sarbanes-Oxley Act of 2002 (SOX)

A federal law that mandates certain practices in financial and accounting information provided by a company to its investors. Sections 302 and 906 relate to corporate responsibility for financial reports. (The amendment includes new certifications required by SOX, demonstrating the company's adherence to these critical corporate governance regulations.)

Smaller Reporting Company

A designation by the SEC for companies that meet certain thresholds for public float and revenue, allowing them to file simplified reports. (AERA's status as a smaller reporting company impacts its disclosure requirements and filing flexibility.)

Non-accelerated filer

A type of filer with the SEC that is not required to comply with accelerated filing deadlines for certain reports, typically due to smaller size. (This classification, along with 'Smaller Reporting Company', indicates AERA's relatively small scale in the public markets.)

Common Shares Outstanding

The total number of shares of a company's common stock that are currently held by all its shareholders. (The large number of shares outstanding (8,121,266,321) is a key metric for understanding the company's capital structure.)

Aggregate Market Value of Non-Affiliate Common Equity

The total market value of the company's common stock held by shareholders who are not company insiders or affiliates. (This value ($446,067) is used in determining filer status and provides an indication of the company's market capitalization.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to the original Form 10-K filed on December 1, 2025. It explicitly states that no other information from the original filing is amended, and it does not reflect events occurring after the original filing date. Therefore, there are no comparative changes in key metrics such as revenue growth, margin changes, or new risks presented in this amendment itself. The focus is solely on rectifying an omission of the auditor's consent and adding SOX certifications.

Key Financial Figures

• $0.001 — e Exchange Act: Common Stock, par value $0.001 per share Indicate by check mark if t

Filing Documents

• abqq10ka_083125.htm (10-K/A) — 265KB
• ex23_1.htm (EX-23.1) — 5KB
• ex31_1.htm (EX-31.1) — 3KB
• ex31_2.htm (EX-31.2) — 4KB
• ex32_1.htm (EX-32.1) — 4KB
• image_005.jpg (GRAPHIC) — 29KB
• 0001663577-25-000345.txt ( ) — 515KB
• abqq-20250831.xsd (EX-101.SCH) — 3KB
• abqq-20250831_lab.xml (EX-101.LAB) — 33KB
• abqq-20250831_pre.xml (EX-101.PRE) — 22KB
• abqq10ka_083125_htm.xml (XML) — 5KB

Exhibits, Financial Statements Schedules

Item 15. Exhibits, Financial Statements Schedules (a)

Financial Statements and Schedules

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

Financial Statements (See Item 8)

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

SIGNATURES

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

View Full Filing

View this 10-K/A filing on SEC EDGAR