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AERA 10-K & 10-Q changes, risk factors and insider trading

AI Era Corp. · OTC · Patent Owners & Lessors · CIK 1605331 · All filings on SEC.gov

Everything below is quoted or computed from AI Era Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

9 / 1risk-factor paragraphs added / removed in latest 10-K
4new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-12-01 (period ending 2025-08-31) with 10-K filed 2024-11-26 (period ending 2024-08-31).

Risk Factors (10-K Item 1A)

9new paragraphs
1removed paragraphs
2reworded paragraphs
3,627 → 3,988words in section

New heading “Risks Related to Subsidiary Operations and Corporate Structure”

New heading “Challenges in subsidiary management and intercompany transactions, as the transfer of operations to wholly-owned subsidiaries like AI+ Hubs Corp. and AB Cinemas NY, Inc. increases risks of control issues, tax complications, or inefficiencies in resource allocation, particularly if fundraising efforts fail.”

New heading “Risks Related to Strategic Initiatives and Market Position”

New heading “Delays or adverse market reactions to reverse stock split and name change, as the proposed 1-for-2,000 to 1-for-20,000 reverse split and rebranding to “AI Era Corp.” may face FINRA review delays, trigger negative investor sentiment (often viewing splits as distress signals), or cause trading volatility on the OTC market”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: penalt, impairment
“The transfer of operations to wholly-owned subsidiaries like AI+ Hubs Corp. and AB Cinemas NY, Inc. increases risks of ineffective oversight, tax complications, and resource allocation inefficiencies. Misaligned strategies or inadequate controls could lead to operational delays, financial reporting errors, or asset misappropriation. Complex intercompany transactions, including asset transfers and pricing, may trigger tax audits, penalties, or disputes with authorities like the IRS. …”
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New text
“Delays or adverse market reactions to reverse stock split and name change, as the proposed 1-for-2,000 to 1-for-20,000 reverse split and rebranding to “AI Era Corp.” may face FINRA review delays, trigger negative investor sentiment (often viewing splits as distress signals), or cause trading volatility on the OTC market”
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New text
“Challenges in subsidiary management and intercompany transactions, as the transfer of operations to wholly-owned subsidiaries like AI+ Hubs Corp. and AB Cinemas NY, Inc. increases risks of control issues, tax complications, or inefficiencies in resource allocation, particularly if fundraising efforts fail.”
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New text
“Risks Related to Subsidiary Operations and Corporate Structure”
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New text
“Risks Related to Strategic Initiatives and Market Position”
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Reworded topics: litigation

Paragraph as it now reads, with added and removed wording marked:

The following risk factors could materially affect our business, financial condition, and results of operations. These risk factors and other information in this Annual Report on Form 10-K should be carefully considered in evaluating our business. They are provided for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to identify or predict all such factors and, therefore, the following should not be considered to be a complete statement of all the uncertainties we face.
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Reworded

The following risk factors could materially affect our business, financial condition, and results of operations. These risk factors and other information in this Annual Report on Form 10-K should be carefully considered in evaluating our business. They are provided for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to identify or predict all such factors and, therefore, the following should not be considered to be a complete statement of all the uncertainties we face.

Removed

The licensee(s) inability to pay license fees to the company for any reason, because they are first time running such business.

Added

Risks Related to AI Technology and Content Generation

Added

The planned AI-generated content production through ufilm AI IP, which has not yet commenced, is currently in the testing phase and is expected to be adopted and initiated in December 2025.

Added

Risks Related to Digital Content Licensing and Distribution

Reworded

Because we have generated limited revenue and incurred operating losses in prior yearsyears, , we are completely dependent on the continued availability of financing in order to continue our business. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future.

Added

Risks Related to Subsidiary Operations and Corporate Structure

Added

Challenges in subsidiary management and intercompany transactions, as the transfer of operations to wholly-owned subsidiaries like AI+ Hubs Corp. and AB Cinemas NY, Inc. increases risks of control issues, tax complications, or inefficiencies in resource allocation, particularly if fundraising efforts fail.

Added

The transfer of operations to wholly-owned subsidiaries like AI+ Hubs Corp. and AB Cinemas NY, Inc. increases risks of ineffective oversight, tax complications, and resource allocation inefficiencies. Misaligned strategies or inadequate controls could lead to operational delays, financial reporting errors, or asset misappropriation. Complex intercompany transactions, including asset transfers and pricing, may trigger tax audits, penalties, or disputes with authorities like the IRS. Failure to secure planned financing , could impair subsidiary operations, necessitate parent company support, exacerbate our working capital deficit, or lead to asset impairments, adversely affecting our financial condition and ability to execute our business plan.

Added

Risks Related to Strategic Initiatives and Market Position

Added

Delays or adverse market reactions to reverse stock split and name change, as the proposed 1-for-2,000 to 1-for-20,000 reverse split and rebranding to “AI Era Corp.” may face FINRA review delays, trigger negative investor sentiment (often viewing splits as distress signals), or cause trading volatility on the OTC market

Added

The proposed 1-for-2,000 to 1-for-20,000 reverse stock split and rebranding to “AI Era Corp.,” approved on June 5, 2025, pending FINRA review, may face delays that create uncertainty, trigger negative investor sentiment by signaling financial distress, or increase trading volatility on the OTCPink market, where our thinly traded stock (symbol “ABQQ”) is quoted, potentially depressing share prices and deterring investment. These actions could disrupt our ability to raise capital for initiatives like AI+ Hubs Corp. or theater operations, exacerbate our $3.3 million working capital deficit as of August 31, 2025, and raise shareholder concerns about dilution or governance due to the Board’s ability to issue additional shares and Chiyuan Deng’s 51% voting control via Series A Preferred Stock, all of which could materially impair our financial condition and strategic execution.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

16new paragraphs
10removed paragraphs
21reworded paragraphs
2,898 → 3,955words in section

New heading “Other Expense/ Other Income”

New heading “Revenue from broadcast and download licensing”

Removed heading “Other Income (Expenses)”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: going concern

Paragraph as it now reads, with added and removed wording marked:

These factors, among others, raise the substantial doubt regarding the Company’s ability to continue 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.
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New text
“Revenue from broadcast and download licensing”
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New text topics: goodwill
“In August 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles - Goodwill and Other (Topic 350) — Internal-Use Software (Subtopic 350-40): Targeted Improvements. This update provides clarifications and targeted improvements to the accounting for internal-use software, including enhanced guidance on the identification of software development activities, capitalization of implementation costs, and accounting for subsequent upgrades and maintenance. …”
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“Other Expense/ Other Income”
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New text topics: restructuring
“The Company derives revenue from providing consulting services related to software development, corporate restructuring and strategic advisory. The Company also provides AI-based solutions and project oversight services that enhance content market accuracy, personalization, and advertising monetization for short drama platforms. Revenue from consulting services is recognized over time as the related services are performed, consistent with the continuous transfer of benefits to the customer.”
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Removed text
“Other Income (Expenses)”
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Full comparison: every changed paragraph (47)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The revenue for the year ended August 31, 2024,2025, was was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, broadcasting and download, movie copyrights sales to the related and third parties, fees charged for embedded marketing service, advertising services as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre, consulting service fees, in connection with the AI-based solutions and project oversight services that improve short drama market accuracy, personalization, and advertising monetization. On the other hand, the revenue for the year ended August 31, 2024, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, movie copyrights sales to two third parties and one related party, fees charged for embedded marketing service, consulting service fees in connection with the sales of the software-in-progress and restructuring of a company as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre. On the other hand, the revenue for the year ended August 31, 2023, was mainly attributable to the license fee received in connection with the licensing of our NFT MMM platform, movie copyrights sales to a third party, as well as the revenue generated from movie tickets and food and beverage sales from our movie theatre. The increase in revenue was mainly due to the combined impact of: (i) the increase in sales of copyrights and broadcast rights and embedded marketing service during the year ended August 31, 20242025 as compared to the year ended August 31, 20232024; and (ii) the increase in type of services provided ranging from consulting services to the embeddedlicensing marketingfor services broadcasting and download during the year ended August 31, 2024.2025.

Reworded

Operation of our movie theatre started in October of 2022. For the year ended August 31, 2024,2025, we generated total revenue of $ 291,060, including $187,620 from ticket sales, $78,512 from food and beverage sales, and $24,928 from the advertisements compared with revenue of $432,012, including $276,428 from ticket sales, $128,512 from food and beverage sales, and $27,072 from the advertisements compared with revenue of $525,222, including $345,057 from ticket sales, and $180,165 from food and beverage sales for the year ended August 31, 2023.2024. The decrease in revenue was mainly due to the combined impact of: (i) the shortening of opening hours from 6 to 4 days per week beginning from May to June 2024; and (ii) less renowned and popular movies are on screen compared to the corresponding period in 2023.2024.

Reworded

We anticipate an increase in revenue in the future by selling movie and TV drama copyrights and broadcast rights, achievingproviding enoughembedded customersmarketing toservices, start subscriptionslicense for ABQQ.tvbroadcasting and download 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.

Reworded

Operating costs and expenses waswere $2,813,563 for the year ended August 31, 2024, as compared to $5,030,354$4,487,513 for the year ended August 31, 2023.2025, as compared to $2,813,563 for the year ended August 31, 2024. Our operating costs and expenses for the year ended August 31, 2025 consisted of theatre operating costs of $155,097, amortization expenses of $1,557,653, costs of copyrights sold of $1,644,893, general and administrative expenses of $630,870 and related party salary and wages of $499,000. In contrast, our operating costs and expenses for the year ended August 31, 2024 consisted of theatre operating costs of $189,500, amortization expenses of $1,660,459, costs of copyrights sold of $119,517, general and administrative expenses of $829,038 and related party salary and wages of $15,049. In contrast, our operating costs and expenses for the year ended August 31, 2023 consisted of theatre operating costs of $243,635, amortization expenses of $3,048,172, general and administrative expenses of $1,507,988 and related party salary and wages of $230,559.

Reworded

We experienced a decrease in amortization expenses in fiscal 20242025 as compared to fiscal 2023,2024, mainly due to the increasehaving inmore fully amortized intangible assets for the year ended August 31, 2024. 2025.

Added

The costs of copyrights sold for the fiscal 2025 represented the remaining costs of the 12 globally exclusive offline copyrights, with the exception of mainland China and 7 Mainland China exclusive broadcast rights when they were sold. The costs of copyrights sold for the fiscal 2024 represented the remaining costs of the 2 mainland China copyrights when they were sold.

Removed

The costs of copyrights sold represented the remaining costs of the 2 mainland China copyrights when they were sold.

Reworded

We experienced a decrease in general and administrative expenses in fiscal 20242025 as compared to fiscal 2023,2024, mainly as a result of decreased non-related party salaries and contractors, stock-based compensations, professional fees, officetravel expensesexpenses, lease expenses, and repair and maintenancecleaning expenses for the year ended August 31, 20242025 in contrast to the year ended August 31, 2023.2024.

Reworded

We experienced aan decrease increase in related party salary and wages in fiscal 20242025 as compared to fiscal 2023,2024, mainly due to the resignationone-off compensation of the$99,000 Chief Financial Officer and Chiefbonus Investment Officer as well as the opt outcompensation of salary$400,000 paid by shares to the Chief Executive Officer effective since October 2023.Officer. During the year ended August 31, 2025, the Company incurred total compensation of $499,000 for the Chief Executive Officer. During the year ended August 31, 2024, the Company incurred total compensation of $15,049 for the Chief Executive Officer. During the year ended August 31, 2023, the Company incurred total compensation of $198,113 for the Chief Executive Officer and Chief Financial Officer. The Company also incurred total compensation of $nil and $32,446, respectively, for the Chief Investment Officer for the years ended August 31, 2024 and 2023.

Added

Other Expense/ Other Income

Removed

Other Income (Expenses)

Reworded

We had other incomeexpense of $55,427$425,602 for the year ended August 31, 2024,2025, as compared with other expensesincome of $9,578$55,427 for the year ended August 31, 2023.2024. Our other expense for fiscal 2025 was the net amount of the other income, the interest expense – related parties and the loss on change in fair value of warrant liabilities. Our other income for fiscal 2024 was the net amount of the other income generated from the sales of software in progress, bank interest income, and the interest expense – related party. Our other expenses for fiscal 2023 was the interest expense – related party, net of bank interest income.

Reworded

Net Income (Loss)

Added

We incurred a net income of $1,455,448 for the year ended August 31, 2025, as compared with a net income of $542,331 for the year ended August 31, 2024.

Removed

We incurred a net income of $542,331 for the year ended August 31, 2024, as compared with a net loss of $3,566,710 for the year ended August 31, 2023.

Reworded

As of August 31, 2024,2025, we had $689,002$241,607 in current assets consisting of cashcash, prepaid expenses and accounts receivable. Our total current liabilities as of August 31, 20242025 were $528,385. $3,491,633. As a result, we have a working capital deficit of $3,250,026 as of August 31, 2025 as compared with a working capital of $160,617 as of August 31, 2024 as compared with a working capital deficit of $1,005,847 as of August 31, 2023.2024.

Reworded

Operating activities generatedused $162,319 in cash for the year ended August 31, 2024, as compared with $553,489 used$2,318,961 in cash for the year ended August 31, 2023.2025, as compared with $162,319 generated in cash for the year ended August 31, 2024.

Removed

Our positive operating cash flow for the year ended August 31, 2024 was mainly the result of net income combined with amortization of intangible assets, Costs of copyrights sold, deferred revenue, offset by the gain from sales of software in process, purchase of movie and TV series broadcast right and copyright, increase in accounts receivable, purchase deposits and decrease in accounts payable and accrued liabilities.

Reworded

Our negative operating cash flow for the year ended August 31, 20232025 was mainly the result of ourthe netcash loss combined with operating changesused in the purchase of movie and TV series broadcast right and copyright and purchase deposit for acquiringoffset movieby net income combined with the amortization of intangible assets, sales of copyrights and software, and the decrease in accounts payable and accrued liabilities offset by the amortization of intangible assets, consulting fees paid in stock and the refund of purchase deposits.receivable.

Added

Our positive operating cash flow for the year ended August 31, 2024 was mainly the result of net income combined with amortization of intangible assets, proceeds from the sales of copyrights, deferred revenue, offset by the gain from sales of software in process purchase of movie and TV series broadcast right and copyright, increase in accounts receivable, purchase deposits and decrease in accounts payable and accrued liabilities.

Reworded

Financing activities provided $2,268,222 for the year ended August 31, 2025, as compared with $ 214,985 used $214,985by financing activities for the year ended August 31, 2024,2024. asOur compared with $586,362 provided bypositive financing activitiescash flow for the yearyears ended August 31, 2023.2025 was due to the proceeds from share issuance and the net proceeds from related party loans. Our negative financing cash flow for the years ended August 31, 2024 was due to the settlement of loans due to related party and the repurchase of common shares. Our positive financing cash flow for the year ended August 31, 2023 was mainly the result of proceeds from the issuance of our common shares, preferred shares, and the loans from related parties.

Reworded

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, 2024,2025, the Company had limited cash, an accumulated deficit of approximately $10.4 million and a working capital deficit of approximately $11.8$3.3 millionmillion. For the year ended August 31, 2025, andthe aCompany limitedhad workingnegative capitalcash flow of approximately $0.2$2.3 million.million from its operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. ManagementThese factors, believesamong others, raise the existingsubstantial stockholdersdoubt will provide the additional cash to meetregarding the Company’s obligations ability to continue as theya becomegoing due.concern. However,The therefinancial statements isdo nonot assuranceinclude 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 Companyoutcome willof bethese successful in securing sufficient funds to sustain the operations.uncertainties.

Reworded

The future operations of the Company depend on its 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 ticketcopyrights sales fromand Mt.other Kiscorevenue movie theatre,streams, 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 the implementation of our business plan will be impaired.

Reworded

These factors, among others, raise the substantial doubt regarding the Company’s ability to continue 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.

Removed

Our critical accounting policies are disclosed below:

Added

The Company derives its revenues primarily from the following sources:

Removed

The Company derives its revenues primarily from six sources: (1) selling copyrights of movies or TV shows; (2) licensing NFT MMM platform and providing technical service; (3) movie theater admissions and food and beverage sales; (4) embedded marketing service; (5) consulting services; (6) advertising services in movie theatre.

Reworded

Revenue from selling copyrights of movies or television TV showsseries:

Added

Revenue from the sale of copyrights for movies or television series is recognized at a point in time when control of the intellectual property transfers to the customer. Control is considered transferred upon delivery of the master copy and completion of all requisite authorization procedures, as this is the point at which the customer has the legal right to direct the use of, and obtain substantially all of the remaining benefits from the copyright. Contracts are generally fixed-price arrangements without cancellation or refund provisions.

Removed

The Company recognizes revenue when master copy of movie or TV show is delivered, the IP is authorized and transferred to customers. The Company’s contracts with customer are primarily on a fixed-price basis and do not contain cancelable and refund-type provisions.

Added

Revenue from NFT MMM platform licensing is recognized over time on a straight-line basis over the contractual license term, typically one or two years. The Company determined that the license provides customers the access to the platform and its data through both mobile and web interfaces for the license period, as the customer simultaneously receives and consumes the benefits provided by the Company's performance. The arrangements are non-cancelable and non-refundable with fixed consideration.

Removed

The Company derives revenue from NFTMM platform license fees, which includes accessing the NFTMM platform and platform data on both app and website. The Company's contract has a two-year term, and is non-cancelable and non-refundable. In accordance with ASC 606, a 'right to access' license is recognized over the license period.

Added

Revenue from movie theater admissions is recognized at a point in time when the movie is exhibited to customers, as this is when the performance obligation is satisfied. Food and beverage revenue is recognized at a point in time when customers take possession of the items. Revenue from gift card and exchange ticket sales is deferred until redemption occurs or upon estimation of breakage income for gift cards with a remote likelihood of redemption.

Removed

The Company recognizes admissions and food and beverage revenues based on a gross transaction price which are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.

Reworded

The Company derivesearns revenue from providing the services of embedded marketing services throughby addingincorporating advertisementadvertisements into moviesmovies, andtelevision TVseries or short-form drama series. TheRevenue Companyis recognizesrecognized revenueat a point in time when the advertisement is addedhas tobeen integrated into the moviesmedia content and TVcustomer series.approval, as the customer can then direct the use of and obtain substantially all future economic benefits from the customized media content.

Added

The Company derives revenue from providing consulting services related to software development, corporate restructuring and strategic advisory. The Company also provides AI-based solutions and project oversight services that enhance content market accuracy, personalization, and advertising monetization for short drama platforms. Revenue from consulting services is recognized over time as the related services are performed, consistent with the continuous transfer of benefits to the customer.

Removed

The Company derives revenue from providing consulting services in connection with the sales of the software-in-progress and the restructuring of a Company and bring it to IPO. The consulting service fees are recognized over the service period.

Reworded

Revenue from advertisement:advertising services in theaters

Reworded

The Company derivesgenerates advertising revenue from displaying playing the advertisementscommercials on the theater screen.screens Theprior Companyto recognizesmovie revenueexhibitions. Revenue is recognized at a point in time when the advertisementsadvertisement is are shownexhibited on screen to the theater screen.audience.

Added

Revenue from broadcast and download licensing

Added

The Company grants non-exclusive, time-based licenses that allow customers to broadcast or provide download service of its films and television series, primarily short-form drama series, on their web or cloud-based platforms. License fees are charged per movie or per drama series based on the authorized period, typically on a monthly basis, and are not linked to user activity or download volume. The customer obtains a right to access the content during the license term. The Company satisfies its performance obligation by making the licensed content available to the customer and maintaining that accessibility throughout the license term. Accordingly, revenue is recognized over time on a straight-line basis throughout the license period.

Added

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating the impact of this standard on its financial statement disclosures.

Added

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 clarifies the guidance to determine the accounting acquirer in a business combination that is effected primarily by exchanging equity interests, when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. ASU 2025-03 requires entities to consider the same factors in ASC 805, Business Combinations, required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. The Company does not expect a material effect on its consolidated financial statements upon adoption.

Added

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases. ASU 2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions. ASU 2025-04 also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers; instead, vesting probability should be assessed solely under ASC 718, Compensation—Stock Compensation. ASU 2025-04 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis. The Company is currently assessing the impact this standard will have on the Company’s Consolidated Financial Statements.

Added

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company does not expect a material effect on its consolidated financial statements upon adoption.

Added

In August 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles - Goodwill and Other (Topic 350) — Internal-Use Software (Subtopic 350-40): Targeted Improvements. This update provides clarifications and targeted improvements to the accounting for internal-use software, including enhanced guidance on the identification of software development activities, capitalization of implementation costs, and accounting for subsequent upgrades and maintenance. ASU 2025-06 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect a material effect on its consolidated financial statements upon adoption.

Reworded

WeExcept do not expectfor the adoptionabove-mentioned pronouncements, ofthere are no new recently issued accounting pronouncementsstandards tothat will have a significantmaterial impact on ourthe resultsbalance sheets, statements of operations,operations and financialcomprehensive positionincome orand cash flow.flows.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-20 (period ending 2026-05-31) with 10-Q filed 2026-04-14 (period ending 2026-02-28).

Risk Factors (10-Q Part II, Item 1A)

6new paragraphs
0removed paragraphs
1reworded paragraphs
122 → 328words in section

New heading “Updated Risk Factors”

New heading “Management Transition and Key Personnel Risk”

New heading “Dilution and Financing Risks”

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“Management Transition and Key Personnel Risk”
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“Dilution and Financing Risks”
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“Updated Risk Factors”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

IfOur business, financial condition, and results of operations could be adversely affected by any of the eventsrisks or circumstancesand uncertainties described in the risk“Risk factorsFactors” containedsection inof our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, as updated in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2026, occur, our business, financial condition or results of operations could be adversely impacted and theas value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report on Form 10-K (asfurther updated in the S-1), and the information contained in the section captioned “Forward-Looking Statements”below and elsewhere in this Quarterly Report beforeon Form deciding whether to invest in our securities.10-Q.
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“During and subsequent to the quarter ended May 31, 2026, we experienced significant changes in our executive leadership. Our former Chief Executive Officer resigned on May 7, 2026, and our former Chief Financial Officer resigned on June 3, 2026. These changes, and any future turnover in key management positions, could disrupt our operations, adversely affect our ability to execute our business strategy, and create uncertainty among our employees, customers, and investors. Our success depends to a significant extent on the continued service and performance of our remaining key personnel.”
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“Investors and prospective investors should carefully consider these risks, together with the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report, before deciding whether to invest in our securities. The risks described below and in our prior filings are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, financial condition, and results of operations.”
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IfOur business, financial condition, and results of operations could be adversely affected by any of the eventsrisks or circumstancesand uncertainties described in the risk“Risk factorsFactors” containedsection inof our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, as updated in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2026, occur, our business, financial condition or results of operations could be adversely impacted and theas value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report on Form 10-K (asfurther updated in the S-1), and the information contained in the section captioned “Forward-Looking Statements”below and elsewhere in this Quarterly Report beforeon Form deciding whether to invest in our securities.10-Q.

Added

Investors and prospective investors should carefully consider these risks, together with the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report, before deciding whether to invest in our securities. The risks described below and in our prior filings are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, financial condition, and results of operations.

Added

Updated Risk Factors

Added

Management Transition and Key Personnel Risk

Added

During and subsequent to the quarter ended May 31, 2026, we experienced significant changes in our executive leadership. Our former Chief Executive Officer resigned on May 7, 2026, and our former Chief Financial Officer resigned on June 3, 2026. These changes, and any future turnover in key management positions, could disrupt our operations, adversely affect our ability to execute our business strategy, and create uncertainty among our employees, customers, and investors. Our success depends to a significant extent on the continued service and performance of our remaining key personnel.

Added

Dilution and Financing Risks

Added

We have raised, and may continue to raise, capital through the issuance of common stock, convertible notes, and other equity-linked securities. These financings have resulted, and will likely continue to result, in substantial dilution to existing stockholders. In addition, the conversion of outstanding convertible notes and the exercise of warrants could further increase the number of shares outstanding and depress the market price of our common stock.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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“Beginning in the third quarter of 2026, the Company initiated a strategic restructuring to align its operations with its long-term growth strategy. Management redirected resources from certain legacy business activities, including license fees for download and embedded marketing services, toward the expansion of the uFilm platform and the licensing of short-form drama copyrights for AI training. …”
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“The decrease in revenue for the three months ended May 31, 2026, compared to the three months ended May 31, 2025, was primarily attributable to the absence of revenue from the sale of movie copyrights to related and third parties, as well as lower revenue from embedded marketing services and broadcasting activities. These decreases were partially offset by revenue generated from the licensing of short-form dramas for AI training pilot programs, licensing of the uFilm platform, and continued revenue from the NFT MMM platform and the Mt. Kisco Theatre.”
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The costs of copyrights sold during the three and six nine months ended FebruaryMay 28,31, 2026 was nil. The costs of copyrights sold for the sixnine months ended February 28,May 31, 2025 represented the remaining costs of the 210 globally exclusive offline copyrights, with the exception of mainland China and 57 Mainland China exclusive broadcast rights when they were sold while the costs of copyrights sold for the three months ended FebruaryMay 28,31, 2025 represented the remaining costs of 4the 8 globally exclusive offline copyrights, with the exception of mainland China and 2 Mainland China exclusive broadcast rights when they were sold.
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§ risks related to our operations and uncertainties related related to our business plan and business strategystrategy, including our ability to successfully commercialize our AI-powered uFilm platform and short-form drama content for AI training;
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§ significant management turnover and our ability to attract and retain qualified executive officers and key personnel;

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§ substantial dilution to existing stockholders from the issuance of convertible notes, equity financings, and the $30 million equity purchase agreement;

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§ risks related to our operations and uncertainties related related to our business plan and business strategystrategy, including our ability to successfully commercialize our AI-powered uFilm platform and short-form drama content for AI training;

Reworded

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, including the risks and uncertainties identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K.10-K and any updates thereto in this Quarterly Report on Form 10-Q.

Reworded

For the sixnine months ended ended FebruaryMay 28,31, 2026, we reported total revenue of $5,666,658, $7,168,497, an increase of 236%103% from $1,684,893$3,530,082 in the prior-year period. The IP segment generated $5,552,853$6,991,673 in revenue, while the Cinema segment contributed $113,805. Net income for the period was $2,600,178 compared to $164,895 in the prior-year period,$176,824, primarily reflecting higher licensing revenue from broadcast/download rights, embedded marketing services, and and new AI-related streams (including $877,319$955,270 from short-form drama AI training pilots and $280,127$1,322,300 from the uFilm platform). Amortization expense increased to $2,022,002$3,467,411 as a result of continued investment in our content library.

Reworded

During the quarter,nine months ended May 31, 2026, we continued continued to execute on our strategic transition toward AI-enhanced media solutions. In January 2026 we received delivery of the ufilm AI intellectual property, which launched on the Uflix.ai platform in February 2026 and contributed initial licensing revenue. We also issued convertible promissory notes for net proceeds of approximately $806,000$847,500 and entered into a $30 million equity purchase agreement to support further library expansion and AI commercialization. In December 2025 we completed a related-party share repurchase of 1,875,000 shares (post-split) and implemented a 1-for-2,000 reverse stock split effective December 18, 2025, followed by our name change to AI Era Corp.

Added

During the three months ended May 31, 2026, we experienced changes in executive leadership. Dr. Ahmad Moradi resigned as Chief Executive Officer on May 7, 2026, and subsequent to the end of the quarter, Mr. Dzmitry Kastahorau resigned as Chief Financial Officer on June 3, 2026. We also entered into a financial advisory agreement with Craft Capital in April 2026 to support a potential direct listing and appointed a Vice Chairman in June 2026 to provide strategic advisory services.

Reworded

Our total revenue reported for the three and sixnine months ended FebruaryMay 28,31, 2026 was $4,143,529$1,501,839 and $5,666,658, $7,168,497, respectively. Our total revenue reported for the three and sixnine months ended FebruaryMay 28,31, 2025 was $1,058,543$1,845,189 and $1,684,893,$3,530,082, respectively.

Reworded

The increase was primarily driven driven by growth in the IP segment. Revenue for the three and sixnine months ended FebruaryMay 28,31, 2026, was mainly attributable to licensing for broadcast and download, embedded marketing services, consulting services, license of short-form drama for AI training pilots, and licensing of the uFilm platform, along with continued revenue from the NFT MMM platform and our Mt. Kisco Theatre. In contrast, revenue for the comparable 2025 periods was drivenmainly primarilyattributable byto copyrightthe saleslicense (includingfee related-partyreceived transactions),in connection with the licensing of our NFT MMM licensing,platform, embeddedmovie copyrights sales marketing,to the related and third parties, fees charged for embedded marketing service, advertising services as well as the revenue generated from movie tickets and food and beverage sales from our operated movie theatre operations.and broadcasting revenue.

Added

The decrease in revenue for the three months ended May 31, 2026, compared to the three months ended May 31, 2025, was primarily attributable to the absence of revenue from the sale of movie copyrights to related and third parties, as well as lower revenue from embedded marketing services and broadcasting activities. These decreases were partially offset by revenue generated from the licensing of short-form dramas for AI training pilot programs, licensing of the uFilm platform, and continued revenue from the NFT MMM platform and the Mt. Kisco Theatre.

Added

Beginning in the third quarter of 2026, the Company initiated a strategic restructuring to align its operations with its long-term growth strategy. Management redirected resources from certain legacy business activities, including license fees for download and embedded marketing services, toward the expansion of the uFilm platform and the licensing of short-form drama copyrights for AI training. While certain legacy revenue streams were reduced, the Company continued to operate its other business lines, with the restructuring intended to strengthen its future growth and monetization opportunities.

Reworded

Operation of our movie theatre started in October of 2022. For the sixnine months ended FebruaryMay 28,31, 2026, we generated total revenue of $113,805,$176,824, including $78,377 $123,069 from ticket sales, and $30,030$49,037 from food and beverage sales and $5,398$4,718 from advertisement. For the sixnine months ended FebruaryMay 28,31, 2025, we generated total revenue of $162,865,$221,954, including $105,604$136,347 from ticket sales, and $46,637$63,026 from food and beverage sales and $10,624$22,581 from advertisement. The decrease in revenue was mainly due to less renowned and popular movies on screen compared to the corresponding period in 2025.

Reworded

For the three months ended February 28,May 31, 2026, we generated total revenue of $76,396,$63,019, including $54,713$44,692 from ticket sales, and $17,176$18,327 from food and beverage sales and $4,507$0 from advertisement. For the three months ended FebruaryMay 28,31, 2025, we generated total revenue of $84,715,$59,089, including $56,103 $30,743 from ticket sales, and $22,703$16,389 from food and beverage sales and $11,957 from advertisement. The increase in revenue was primarily attributable to higher ticket sales and increased food and beverage sales and $5,909resulting from advertisement.improved Thetheatre decreaseattendance, inwhich more than offset the absence of advertising revenue was mainly due toduring less renowned and popular movies on screen compared to the corresponding2026 period in 2025.period.

Reworded

Operating costs and expenses were $2,911,787$5,692,530 for the sixnine months ended February 28,May 31, 2026, as compared to $1,523,911$3,457,876 for the sixnine months ended FebruaryMay 28,31, 2025. Our operating costs and expenses for the sixnine months ended May February 28,31, 2026 consisted of theatre operating costs of $49,832,$85,681, amortization amortizationexpenses of $3,467,411, general and administrative expenses of $2,022,002,$1,155,449 and related party salary and wages of $983,989. In contrast, our operating costs and expenses for the nine months ended May 31, 2025 consisted of theatre operating costs of $118,598, amortization expenses of $849,568, costs of copyrights sold of $1,510,921, general and administrative expenses of $439,953$479,789 and related party salary and wages of $400,000. In contrast, our operating costs and expenses for the six months ended February 28, 2025 consisted of theatre operating costs of $92,603, amortization expenses of $254,766, costs of copyrights sold of $730,050, general and administrative expenses of $347,492 and related party salary and wages of $99,000.$499,000.

Reworded

Operating expenses increased increased to $1,785,636$2,780,743 for the three months ended FebruaryMay 28, 31, 2026 from $844,820$1,933,965 for the three months ended FebruaryMay 28,31, 2025. Our operating expenses for three months ended FebruaryMay 28,31, 2026 consisted of theatre operating costs of $28,476,$35,849, amortization expenses of $1,103,221, $1,445,409, general and administrative expenses of $253,939 $715,496 and related party salary and wages of $400,000. $583,989. In contrast, our operating expenses for three months ended FebruaryMay 28,31, 2025 consisted of theatre operating costs of $47,643,$25,995, amortization expenses of $100,044,$594,802, costs of copyrights sold of $450,166,$780,871, general and administrative expenses of $147,967$132,297 and related party salary and wages of $99,000.$400,000.

Reworded

We experienced a decrease in theatre operating costs for the sixnine months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025, mainly due to the decrease in admission revenues and the decrease in movie exhibition costs as a percentage of admission revenue. The theatre operating costs decreased to $49,832$85,681 for the sixnine months ended FebruaryMay 28,31, 2026 from $92,603 $118,598 for the sixnine months ended FebruaryMay 28,31, 2025.

Reworded

We experienced aan increase decrease in theatre operating costs for the three months ended FebruaryMay 28,31, 2026 as compared to the sixcorresponding monthsperiod ended February 28,in 2025. The decreaseincrease was mainly due to the decrease in admission revenues and the decrease inhigher movie exhibition costs asresulting afrom percentageincreased ofticket sales. Movie exhibition costs generally vary with admission revenue revenue. under the Company's revenue-sharing arrangements with film distributors. The theatre operating costs decreasedincreased to $28,476 $35,849 for the three months ended FebruaryMay 28,31, 2026 from $47,643$25,995 for the three months ended February 28,May 31, 2025.

Reworded

We experienced an increase in amortization expenses for the sixnine months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025, mainly due to having more newly acquired intangible assets for sixnine months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025.

Reworded

We experienced an increase in amortization expenses for the three months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025, mainly due to having more newly acquired intangible assets for sixthree months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025.

Reworded

The costs of copyrights sold during the three and six nine months ended FebruaryMay 28,31, 2026 was nil. The costs of copyrights sold for the sixnine months ended February 28,May 31, 2025 represented the remaining costs of the 210 globally exclusive offline copyrights, with the exception of mainland China and 57 Mainland China exclusive broadcast rights when they were sold while the costs of copyrights sold for the three months ended FebruaryMay 28,31, 2025 represented the remaining costs of 4the 8 globally exclusive offline copyrights, with the exception of mainland China and 2 Mainland China exclusive broadcast rights when they were sold.

Reworded

We experienced an increase in general and administrative expenses for the sixnine months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025, mainly driven by non-recurring professional fees including financing services fees, technology service fees for short drama data cleaning, consulting fees for Ufilm project and Ufilm platform maintenance expense for the sixnine months ended FebruaryMay 28,31, 2026 in contrast to the corresponding period in 2025.

Reworded

We experienced an increase in general and administrative expenses for the three months ended FebruaryMay 28,31, 2026 as compared to the corresponding period in 2025, mainly driven by non-recurring professional professionalfees including financing services fees, technology service fees for short drama data cleaning, consulting fees for Ufilm project and Ufilm platform maintenance expense for the three months ended FebruaryMay 28,31, 2026 in contrast to the corresponding period in 2025.

Reworded

We experienced an increase in related party salary and wages for the sixnine months ended FebruaryMay 28,31, 2026 as compared to corresponding period in 2025, mainly due to a one-time stock-based bonus of $400,000 awarded to our Chief Executive Officer.Officer and one-time stock-based sign-on bonus of $471,111 awarded to our President, former Chief Executive Officer and Chief financial officer. During the sixnine months ended FebruaryMay 28,31, 2025, the Company incurred total compensation of $99,000$499,000 for the Chief Executive Officer. This is mainly due to one-offcompensation of $99,000 and bonus compensation of $99,000$400,000 paid by shares to the Chief Executive Officer.

Reworded

We experienced an increase in related party salary and wages for the three months ended FebruaryMay 28,31, 2026 as compared to corresponding period in 2025, mainly due to a one-time stock-based sign-on bonus of $400,000$471,111 awarded to our President, former Chief Executive Officer.Officer and Chief financial officer. During the three months ended May February 28,31, 2025, the Company incurred total compensation of $99,000$400,000 for the Chief Executive Officer. This is mainly due to one-offbonus compensation of $99,000 $400,000 paid by shares to the Chief Executive Officer.

Added

Dr. Ahmad Moradi resigned as Chief Executive Officer on May 7, 2026, and Mr. Dzmitry Kastahorau resigned as Chief Financial Officer on June 3, 2026. Compensation recorded during the period reflects amounts earned prior to their resignations.

Added

We anticipate that operating expenses will increase as we execute our growth strategy, particularly in connection with the commercialization of the uFilm platform and continued content acquisitions.

Added

Other Income (expenses)

Removed

We anticipate our operating expenses will increase as we undertake our plan of operations, including the streamline of costs associated with marketing, personnel, and other general and administrative expenses, along with increased professional fees associated with SEC. These costs may increase our operational costs in fiscal 2026 at various levels of operation.

Removed

Other Expense/ Other Income

Reworded

We had other expense of $154,693$3,204,786 for the sixnine months months ended FebruaryMay 28,31, 2026, as compared with other incomeexpense of $3,913$32,555 for the corresponding period in 2025. Our other expense for the nine six months ended FebruaryMay 28,31, 2026 was the net amount of the interest expense, the loss on change in fair value of warrant liabilities, lossand gain on change in fair value of derivative liabilities and loss on issuance of convertible debt.liabilities. Our other income (expenses) for the corresponding period in 2025 was the net amount of the other income,income and the interest expense – related party.parties.

Reworded

We had other expense of $120,615$3,050,093 for the the three months ended FebruaryMay 28,31, 2026, as compared with other incomeexpense of $1,208$36,468 for the corresponding period in 2025. Our other expense for for the three months ended FebruaryMay 28,31, 2026 was the net amount of the interest expense, the loss on change in fair value of warrant liabilities, liabilities,and lossgain on change in fair value of derivative liabilities and loss on issuance of convertible debt.liabilities. Our other income for the corresponding period in 2025 was the net amount of the other income, and the interest expense – related party.parties.

Reworded

Net Income/ Net Loss

Removed

We incurred a net income in the amount of $2,600,178 and $164,895 for the six months ended February 28, 2026 and 2025, respectively.

Reworded

We incurred a net income loss in the amount of $2,237,278 $1,728,819 and $214,931net income of $39,651 for the threenine months ended FebruaryMay 28,31, 2026 and 2025, respectively.

Added

We incurred a net loss in the amount of $4,328,997 and $125,244 for the three months ended May 31, 2026 and 2025, respectively.

Reworded

As of FebruaryMay 28,31, 2026, we had $1,202,257$576,957 in current current assets consisting of cash, prepaid expenses and accounts receivable. Our total current liabilities as of FebruaryMay 28,31, 2026 were $7,483,645. $2,825,933. As a result, we have a working capital deficit of $1,623,676$6,906,688 as of FebruaryMay 28,31, 2026 as compared with a working capital deficit of $3,250,026 as of August 31, 2025.

Reworded

Operating activities generated $1,543,600$1,025,009 in cash cash for the sixnine months ended FebruaryMay 28,31, 2026, as compared with $345,972$3,876,764 used in cash for the sixnine months ended FebruaryMay 28,31, 2025.

Reworded

Our positive operating cash flow for the six nine months ended FebruaryMay 28,31, 2026 was mainly the result of the cash generated in net incomeloss combined with the amortization of intangible assets, salaries and consulting fees paid in stock, loss on change in fair value of warrant liabilities, loss on change in fair value of derivative liabilities, loss on issuance of convertible debtliabilities and increase in deferred revenue offset by cash used in the purchase of intangible assets and increase in accounts receivable.receivable and gain on change in fair value of derivative liabilities.

Reworded

Our negative operating cash flow for the sixnine months ended FebruaryMay 28,31, 2025 was mainly the result of the cash used in the purchase of movie and TV series broadcast right and copyright and purchase deposit and the decrease in deferred revenue, offset by net income combined with the amortization of intangible assets, sales of copyrights,copyrights and decrease in accounts receivable and the increase in accounts payable and accrued liabilities.receivable.

Reworded

We did not have any investing activities during the six nine months ended FebruaryMay 28,31, 2026 and 2025.

Reworded

Financing activities used $1,048,351$922,864 for the six nine months ended FebruaryMay 28,31, 2026, as compared with $417,415$3,907,850 generatedprovided in financing activities for the sixnine months ended February 28,May 31, 2025. Our negative financing cash flow for the sixnine months ended FebruaryMay 28,31, 2026 was due to repayment of related party loan, which was partly offset by the proceeds from our private placement and net proceeds from issuance of convertible note. Our positive financing cash flow for the sixnine months ended FebruaryMay 28,31, 2025 was due to the proceeds from share issuance and the net proceeds from related party loans.

Reworded

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 FebruaryMay 28,31, 2026, the Company had limited cash, loss from operation of approximately $1.3 million, an accumulated deficit of approximately $7.8$12.1 million and a working capital deficit of approximately $1.6 $6.9 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. These factors, among others, raise the substantial doubt regarding the Company’s ability to continue 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.

Reworded

The future operations of the Company depend on its its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain continued financial support from its stockholders or external financing. Management’s plans include (i) continued utilization of the $30 million million equity purchase agreement entered into with Monroe Street Capital Partners, LP on February 21, 2026, (ii) expected cash flows from expanded licensing of short-form drama content for AI training and uFilm SaaS platform, (iii) additional private placements and convertible note financings, and (iv) ongoing financial support from the President.President, (v) pursuit of a direct listing on NYSE American supported by the Craft Capital advisory engagement entered into on April 18, 2026, and (vi) strategic advisory services from the newly appointed Vice Chairman effective June 12, 2026. These actions are expected to provide sufficient liquidity to fund operations for at least the next twelve months. However, there can be no assurance that these plans will be successful, 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.

Reworded

As of FebruaryMay 28,31, 2026, there were no off-balance sheet arrangements.

AERA insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 110,000 shares, about $111.1K) and open-market sales in 0 filings. Net open-market shares: 110,000 (purchases minus sales); net value about $111.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-31Deng Chiyuan
Director, President, 10% owner
Grant/award 170,923$0.11 $18.1K2,806,745 SEC
2026-04-27Deng Chiyuan
Director, President, 10% owner
Open-market purchase 110,000$1.01 $111.1K2,635,822 SEC

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None of the 59 investors we track reported a position in their latest 13F.

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