Form 8-K - Current report
01 Décembre 2023 - 10:19PM
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2023-12-01
2023-12-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December
1, 2023
AB International
Group Corp.
(Exact name of registrant as specified in its charter)
| Nevada |
000-55979 |
37-1740351 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
144 Main Street,
Mt. Kisco, NY |
10549 |
| (Address of principal
executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (914) 202-3108
|
48 Wall Street, Suite 1009, New York, NY 10005
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| |
|
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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. [ ]
Item 3.03 Material Modification to Rights of Security
Holders.
The information and disclosures set forth in Item
5.03 hereof are incorporated by reference into this Item 3.03 in their entirety.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The Company previously designated 20,000
shares of preferred stock as Series B Preferred Stock (January 2021), 1,000,000 shares of preferred stock as Series C Preferred Stock
(January 2021) and 5,075 of preferred stock as Series D Preferred Stock (March 2021).
On December 1, 2023, the Company’s
CEO and director, Mr. Chiyuan Deng, cancelled his 20,000 shares of Series B Preferred Stock.
Effective on December 1, 2023, due to the
fact that no shares of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock were outstanding,
the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to
such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series
B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock effective as of the same date. As a result,
the only preferred stock which is currently designated by the Company is the Company’s Series A Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AB International Group Corp.
/s/ Chiyuan Deng
Chiyuan Deng
Chief Executive Officer and Chief Financial Officer
Date: December 1, 2023
BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
| Certificate, Amendment or Withdrawal of Designation |
NRS
78.1955, 78.1955(6) |
| ☐ Certificate of Designation |
| ☐ Certificate of Amendment to Designation - Before
Issuance of Class or Series |
| ☐ Certificate of Amendment to Designation -After Issuance of
Class or Series |
| ☒ Certificate of Withdrawal of Certificate of Designation |
TYPE OR
PRINT · USE DARK INK ONLY · DO
NOT HIGHLIGHT
|
1.
Entity information:
, |
Name of entity: |
|
AB INTERNATIONAL GROUP CORP.
I |
|
| Entity
or Nevada Business
Identification Number
(NVID): E0369112013-6 |
|
| 2. Effective date and time: |
For
Certificate of Designation
or Date:
Time:
Amendment to
Designation Only
(Optional): (must
not be later
than 90 days after
the certificate is filed) |
|
|
3. Class or series of
stock:
(Certificate
of Designation only) |
The class or series
of stock being designated within
this filing:
|
|
| 4. Information for amendment of class or series of stock: |
The original class or series of stock being amended within this filing:
|
|
| 5. Amendment of class or series of stock: |
☐ Certificate of
Amendment to Designation- Before Issuance
of Class or Series
As of
the date of this certificate
no shares of the class
or series of
stock have been issued. |
|
|
☐ Certificate of
Amendment to Designation- After Issuance of
Class or Series
The amendment
has been approved by the
vote of stockholders holding shares in the
corporation entitling
them to exercise
a majority of the voting power, or such
greater proportion of
the voting power as may be required by the
articles of incorporation or the certificate of designation. |
|
| 6. Resolution: Certificate of Designation and Amendment to Designation only) |
By
resolution
of the board of directors pursuant to
a provision in the articles
of incorporation this certificate
establishes OR amends the following regarding
the voting powers, designations,
preferences , limitations,
restrictions and relative
rights of the following class or series of stock.*
|
|
| 7. Withdrawal: |
Designation
being Withdrawn: 20211196756- Date
of Designation: 01/28/2021
No shares of the class or series of
stock being withdrawn are outstanding.
The
resolution of the board of
directors authorizing the withdrawal of the certificate
of designation establishing
the class or series of
stock: *
SERIES
C CONVERTIBLE PREFERRED STOCK
See Attached
|
|
| 8. Signature: (Required) |
x /s/
Chiyuan Deng |
Date: |
11/30/2023 |
|
| Signature of Officer |
|
| |
|
* Attach
additional page(s) if necessary
This form must be accompanied by appropriate
fees.
Page
1 of 1
Revised:
1/1/2019
The
Board of Directors of the Corporation hereby withdraws the Amended Certificate of Designation for the Corporation's Series C Convertible
Preferred Stock (filing number 20211196756)
BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
| Certificate, Amendment or Withdrawal of Designation |
NRS
78.1955, 78.1955(6) |
| ☐ Certificate of Designation |
| ☐ Certificate of Amendment to Designation - Before
Issuance of Class or Series |
| ☐ Certificate of Amendment to Designation -After Issuance of
Class or Series |
| ☒ Certificate of Withdrawal of Certificate of Designation |
TYPE OR
PRINT · USE DARK INK ONLY · DO
NOT HIGHLIGHT
|
1.
Entity information:
, |
Name of entity: |
|
AB INTERNATIONAL GROUP CORP.
I |
|
| Entity
or Nevada Business
Identification Number
(NVID): E0369112013-6 |
|
| 2. Effective date and time: |
For
Certificate of Designation
or Date:
Time:
Amendment to
Designation Only
(Optional): (must
not be later
than 90 days after
the certificate is filed) |
|
|
3. Class or series of
stock:
(Certificate
of Designation only) |
The class or series
of stock being designated within
this filing:
|
|
| 4. Information for amendment of class or series of stock: |
The original class or series of stock being amended within this filing:
|
|
| 5. Amendment of class or series of stock: |
☐ Certificate of
Amendment to Designation- Before Issuance
of Class or Series
As of
the date of this certificate
no shares of the class
or series of
stock have been issued. |
|
|
☐ Certificate of
Amendment to Designation- After Issuance of
Class or Series
The amendment
has been approved by the
vote of stockholders holding shares in the
corporation entitling
them to exercise
a majority of the voting power, or such
greater proportion of
the voting power as may be required by the
articles of incorporation or the certificate of designation. |
|
| 6. Resolution: Certificate of Designation and Amendment to Designation only) |
By
resolution
of the board of directors pursuant to
a provision in the articles
of incorporation this certificate
establishes OR amends the following regarding
the voting powers, designations,
preferences , limitations,
restrictions and relative
rights of the following class or series of stock.*
|
|
| 7. Withdrawal: |
Designation
being Withdrawn: 20211315349 Date
of Designation: 03/17/2021
No shares of the class or series of
stock being withdrawn are outstanding.
The
resolution of the board of
directors authorizing the withdrawal of the certificate
of designation establishing
the class or series of
stock: *
SERIES
D CONVERTIBLE PREFERRED STOCK
See Attached
|
|
| 8. Signature: (Required) |
x /s/
Chiyuan Deng |
Date: |
12/01/2023 |
|
| Signature of Officer |
|
| |
|
* Attach
additional page(s) if necessary
This form must be accompanied by appropriate
fees.
Page
1 of 1
Revised:
1/1/2019
The
Board of Directors of the Corporation hereby withdraws the Certificate of Designation for the Corporation's Series D Convertible
Preferred Stock (filing number 20211315349)
BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
| Certificate, Amendment or Withdrawal of Designation |
NRS
78.1955, 78.1955(6) |
| ☐ Certificate of Designation |
| ☐ Certificate of Amendment to Designation - Before
Issuance of Class or Series |
| ☐ Certificate of Amendment to Designation -After Issuance of
Class or Series |
| ☒ Certificate of Withdrawal of Certificate of Designation |
TYPE OR
PRINT · USE DARK INK ONLY · DO
NOT HIGHLIGHT
|
1.
Entity information:
, |
Name of entity: |
|
AB INTERNATIONAL GROUP CORP.
I |
|
| Entity
or Nevada Business
Identification Number
(NVID): E0369112013-6 |
|
| 2. Effective date and time: |
For
Certificate of Designation
or Date:
Time:
Amendment to
Designation Only
(Optional): (must
not be later
than 90 days after
the certificate is filed) |
|
|
3. Class or series of
stock:
(Certificate
of Designation only) |
The class or series
of stock being designated within
this filing:
|
|
| 4. Information for amendment of class or series of stock: |
The original class or series of stock being amended within this filing:
|
|
| 5. Amendment of class or series of stock: |
☐ Certificate of
Amendment to Designation- Before Issuance
of Class or Series
As of
the date of this certificate
no shares of the class
or series of
stock have been issued. |
|
|
☐ Certificate of
Amendment to Designation- After Issuance of
Class or Series
The amendment
has been approved by the
vote of stockholders holding shares in the
corporation entitling
them to exercise
a majority of the voting power, or such
greater proportion of
the voting power as may be required by the
articles of incorporation or the certificate of designation. |
|
| 6. Resolution: Certificate of Designation and Amendment to Designation only) |
By
resolution
of the board of directors pursuant to
a provision in the articles
of incorporation this certificate
establishes OR amends the following regarding
the voting powers, designations,
preferences , limitations,
restrictions and relative
rights of the following class or series of stock.*
|
|
| 7. Withdrawal: |
Designation
being Withdrawn: 20211158706 Date
of Designation: 01/11/2021
No shares of the class or series of
stock being withdrawn are outstanding.
The
resolution of the board of
directors authorizing the withdrawal of the certificate
of designation establishing
the class or series of
stock: *
SERIES
B PREFERRED STOCK
See Attached
|
|
| 8. Signature: (Required) |
x /s/
Chiyuan Deng |
Date: |
12/01/2023 |
|
| Signature of Officer |
|
| |
|
* Attach
additional page(s) if necessary
This form must be accompanied by appropriate
fees.
Page
1 of 1
Revised:
1/1/2019
The
Board of Directors of the Corporation hereby withdraws the Certificate of Designation for the Corporation's Series B
Preferred Stock (filing number 20211158706)
v3.23.3
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