Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


           Audit Report or Completed Interim Review.



On January 6, 2022, the board of directors of AB International Group Corp. (the "Company") determined, upon the recommendation of the Company's management, and in consultation with the Company's independent registered public accounting firm, that the Company should restate its previously issued financial statements for quarters ended February 28, 2021 and May 31, 2021 to correct the accounting for certain transactions contained therein, as discussed below.

The restatement relates to the following:

The Company has previously entered into an agreement with ZESTV STUDIOS LIMITED to grant ZESTV STUIDIOS LIMITED the distribution right for the movie "Love over the world" and charge ZESTV STUIDIOS LIMITED movie royalties. The Companys royalties revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter "Hua Xia") in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although ZESTV STUDIOS LIMITED has paid royalties revenue to the Company, ZESTV STUDIOS LIMITED failed to collect cash from Hua Xia and Company management determined that it was an error to record royalty revenue under this customer contract as management determined the contract did not meet the required criteria to record revenue under FASB ASC 606 - Revenue from contracts with customers. The Company had previously recorded royalty revenue of $697,709 for the second quarter ended February 28, 2021 and $941,417 for the third quarter ended May 31, 2021.

Restated financial statements for the quarters ended February 28, 2021 and May 31, 2021 will be disclosed in amendments to the corresponding quarterly reports as soon as is practicable.

Accordingly, the financial statements contained in the Company's Form 10-Q reports for the quarters during those fiscal periods, filed with the Securities and Exchange Commission should no longer be relied upon in their present format until such time as the restated financial statements are filed.

The Company's management discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm, RotenbergMeril and with its previous auditor, Yu Certified Public Accountant PC.

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