true Include Auditor Consent in Filing 2025 FY --08-31 0001605331

 0001605331

 2024-09-01
 2025-08-31

 0001605331

 2025-02-28

 0001605331

 2025-11-28

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 Amendment No.

 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

 3.1

 6/7/18

 3.4

 Certificate
 of Change

 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

 3.1

 9/11/20

 3.7

 Certificate of Withdrawal of Designation for Series B Preferred

 3.3

 12/1/23

 3.8

 Certificate of Withdrawal of Designation for Series C Preferred

 3.1

 12/1/23

 3.9

 Certificate of Withdrawal of Designation for Series D Preferred

 3.2

 12/1/23

 4.1

 4.1

 11/21/19

 4.2

 Debenture

 4.1

 12/18/19

.

 4.3

 Stock Purchase Warrant

 4.2

 12/18/19

 4.4

 4.1

 1/10/20

 4.5

 4.2

 1/10/20

 4.6

 10%
 Convertible Note

 4.1

 2/21/20

 4.7

 10%
 Convertible Note

 4.2

 2/21/20

 4.8

 4.1

 3/18/20

 4.9

 Stock Purchase Warrant

 10.1

 3/18/20

 4.10

 10%
 Convertible Note

 4.1

 7/23/20

 4.11

 4.1

 7/28/20

 4.12

 Stock Purchase Warrant

 4.1

 8.3.20

 4.13

 4.1

 8/24/2020

 4.14

 4.1

 9/4/20

 4.15

 4.2

 9/4/20

 4.16

 4.1

 10/15/20

 4.17

 Stock Purchase Warrant

 4.1

 8/2/22

 4.18

 Common Stock Purchase Warrant

 4.1

 6/13/24

 10.1

 Patent
 License Agreement

 10.1

 6/6/17

 10.2

 Agreement
 for Termination and Release

 10.1

 11/1/18

 10.3

 Chief
 Marketing Officer Employment Agreement

 10.1

 2/11/19

 10.4

 Chief
 Operating Officer Employment Agreement

 10.1

 2/11/19

 10.5

 10.1

 11/21/19

 10.6

 10.1

 12/18/19

 10.7

 10.1

 1/10/20

 10.8

 10.2

 1/10/20

 10.9

 10.1

 2/21/20

 10.10

 10.2

 2/21/20

 10.11

 4.2

 3/18/20

 10.12

 10.1

 7/23/20

 10.13

 10.1

 7/28/20

 10.14

 Equity

 10.1

 8/3/20

 10.15

 Registration
 Rights Agreement

 10.2

 8/3/20

 10.16

 10.1

 8/24/20

 10.17

 Separation
 Agreement and Release with Jianli Deng, dated August 29, 2020

 10.1

 9/1/20

 10.18

 Separation
 Agreement and Release with Lijun Yu, dated August 29, 2020

 10.2

 9/1/20

 10.19

 Separation
 Agreement and Release with Linqing Ye, dated August 29, 2020

 10.3

 9/1/20

 10.20

 10.1

 9/4/20

 10.21

 10.2

 9/4/20

 10.22

 10.1

 10/15/20

 10.23

 10.1

 10/20/20

 10.24

 Termination
 and Release Agreement

 10.1

 11/25/20

 10.25

 Termination
 and Release Agreement

 10.1

 12/1/20

 10.26

 10.1

 1/29/21

 10.27

 Employment
 Agreement

 10.1

 2/24/21

 10.28

 10.1

 3/2/21

 10.29

 10.1

 11/3/21

 10.30

 Lease
 Agreement

 10.1

 11/2/21

 10.31

 10.1

 9/13/21

 10.32

 10.1

 1/28/22

 10.33

 10.1

 3/21/22

 10.34

 Amendment
 to Employment Agreement

 10.1

 5/24/22

 10.35

 10.1

 6/17/22

 10.36

 10.1

 8/1/22

 10.37

 Stock Purchase Agreement

 10.1

 8/2/22

 10.38

 Form of Repurchase Agreement

 10.1

 1/29/24

 10.39

 Series C Preferred Stock Purchase Agreement

 10.1

 9/15/22

 10.40

 Common Stock Purchase Agreement

 10.1

 6/13/24

 10.41

 Stock Purchase Agreement

 10.1

 2/25/25

 10.42

 Contribution Agreement

 10.1

 5/9/25

 10.45

 License Agreement

 10.2

 5/9/25

 10.46

 Securities Purchase Agreement

 10.1

 5/27/25

 10.47

 Amendment to License Agreement

 10.1

 7/14/25

 10.48

 Final Execution Agreement for Intellectual Property Transfer

 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*

 Calculation Linkbase Document

 101 LAB*

 Linkbase Document

 101 PRE*

 Presentation Linkbase Document

 101 DEF*

 Definition Linkbase Document

 104*

 Cover Page Interactive Data File

 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.

 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)