NOTE 9 – RELATED PARTY TRANSACTIONS |
9 Months Ended |
|---|---|
May 31, 2026 | |
| Related Party Transactions [Abstract] | |
| NOTE 9 – RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS
Related party loans and line of credit agreements
In support of the Company’s operations and cash requirements, the Company may rely on advances from stockholders until such time that it can sustain its operations or obtain adequate financing through equity sales or traditional debt financing.
Mr. Chiyuan Deng, the Chief Executive Officer
On June 1, 2023, Mr. Chiyuan Deng, the Company’s Chief Executive Officer and a stockholder, entered into a line of credit agreement with the Company. Under the agreement, Mr. Deng agreed to provide a line of credit of up to , which included the existing shareholder loan balance of . .
For the nine months ended May 31, 2026, Mr. Deng provided additional loans totaling to meet the Company’s working capital needs. In addition, Mr. Deng and Anyone Pictures Limited had signed an agreement to agree to transfer Anyone’s balance to Mr. Deng’s account. As of May 31, 2026, the Company had repaid .
For the nine months ended May 31, 2025, Chiyuan Deng has loaned a total of for its working capital needs. As of May 31, 2025, the Company has repaid . The loans are non-interest bearing and due on demand. The Company recognized imputed interest at 5% per annum on the outstanding balances as of May 31, 2026 and August 31, 2025. As of May 31, 2026 and August 31, 2025, the outstanding loan balances due to Mr. Deng were and , respectively.
During the nine and three months ended May 31, 2026, the Company incurred related party loan interest expense of $9,242 and $85 for Chiyuan Deng, the President. During the nine and three months ended May 31, 2025, the Company incurred related party loan interest expense of $22,802 and $19,229 for Chiyuan Deng, the President.
Anyone Pictures Limited
On March 1, 2025, the Company entered into a line of credit agreement with Anyone Pictures Limited, the Company’s major stockholder, for up to $2,000,000. The loan is non-interest bearing and due on demand. For the nine months ended May 31, 2026, Anyone Pictures Limited advanced $1,204,967 to the Company for working capital purposes $1,171,290 was repaid as of December 10, 2025. On December 8, 2025, the Company entered into a Repurchase Agreement with Anyone Pictures Limited. (See Note 10). Since Anyone Pictures Limited is no longer the major shareholder of the Company, Mr. Deng and Anyone Pictures Limited had signed an agreement to agree to transfer Anyone’s balance of $1,223,043 to Mr. Deng’s account. The Company recognized imputed interest at 5% per annum on the outstanding balances as of December 10, 2025 and August 31, 2025. As of May 31, 2026 and August 31, 2025, the outstanding loan balances due to Anyone Pictures Limited were $0 and $1,189,366, respectively.
During the nine and three months ended May 31, 2026, the Company incurred related party loan interest expense of $16,160 and $0 for Anyone Pictures Limited. During the nine and three months ended May 31, 2025, the Company incurred related party loan interest expense of $17,239 and $17,239 for Anyone Pictures Limited.
Maintenance & consulting agreement - related party - Zestv
During the three months ended May 31, 2026, the Company entered into an operations and maintenance service agreement with Zestv Studios Limited, a company owned by the Company's director, Mr. Chiyuan Deng, and therefore a related party, for the provision of technical support, software maintenance, system optimization, security updates, service level support and consulting services for the Company's Ufilm AI platform. Pursuant to the agreement, the Company incurred maintenance service fees of $129,000 for the three months ended May 31, 2026.
In addition, the Company engaged Zestv Studios Limited to perform additional development and enhancement work on the Ufilm AI platform, including further development of AI functionalities and the integration of the acquired multi-agent technology into the Ufilm v2.0 platform. During the three months ended May 31, 2026, the Company incurred $80,000 for these additional development services.
As of May 31, 2026, the Company had prepaid maintenance service fees of $129,000 to the related party, which were recorded as prepaid expenses. These amounts were settled through the due to shareholder account during the three months ended May 31, 2026.
AI ERA CORP. (FORMERLY KNOWN AS AB INTERNATIONAL GROUP CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 9 – RELATED PARTY TRANSACTIONS (continued)
Revenue and accounts receivable - related party - Anyone Pictures Limited
For the three months ended November 30, 2025, the Company recognized a license revenue of $150,000 for granting Anyone Pictures Limited access to the NFT MMM platform. In addition, the Company recognized consulting service revenue of $283,307 from Anyone Pictures Limited related to AI-based solutions and project oversight services designed to enhance short drama market accuracy, personalization, and advertising monetization. On December 8, 2025, the Company entered into a Repurchase Agreement with Anyone Pictures Limited, which ceased to be a related party of the Company upon completion of the transaction. (See Note 10).
As of May 31, 2026 and August 31, 2025, the Company had no outstanding accounts receivable from Anyone Pictures Limited.
Executives’ salaries
Mr. Chiyuan Deng, the President
On September 11, 2020 and May 24, 2022, the Company entered into two amended employment agreements with Chiyuan Deng, the Chief Executive Officer. Pursuant the amended agreements, the Company amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of shares of Series A Preferred Stock at par value . Mr. Deng returned shares common stock to the Company received under his initial employment agreement. The Chief Executive Officer opted to forgo his salaries effective from October 2023. On February 14, 2025, the Company approved compensation of $99,000 to the Chief Executive Officer for the three months ended February 28, 2025.
On February 14, 2025, the Company approved compensation of $99,000 to the Chief Executive Officer for the three months ended February 28, 2025 and the issuance up to 2.5 (split-adjusted 1.3 million) billion shares of common stock at the end of three months period. On March 14, 2025, the Company issued (split-adjusted 1,000,000) shares of the Company’s common stock to the Chief Executive Officer which were valued at market price of (split-adjusted $0.4) per share for a total amount of $400,000.
On December 24, 2025, the sole director approved a stock-based bonus to the Company’s Chief Executive Officer consisting of fully vested shares of common stock. The Company recognized compensation expense of $400,000 equal to the grant-date fair value of the shares. (See Note 10) On March 1, 2026, the Company entered into an Employment Agreement with Chiyuan Deng to serve as the Company's President. The agreement has an initial three-year term with automatic one-year renewals unless either party provides 90 days’ prior written notice of non-renewal. Pursuant to the agreement, Mr. Deng is entitled to a sign-on bonus of $300,000, payable in shares of the Company's common stock at 0 per share. On March 1, 2026, the Company recognized compensation expense of $146,667 equal to the grant-date fair value of the share’s market price of $0.44 per share for 333,333 shares. (See Note 10).
In addition, on March 1, 2026, the Company entered into an Employment Agreement with Chiyuan Deng with an annual base salary of $144,000. For the three months ended May 31, 2026, the Company recognized salary expense of $36,296, of which $21,600 was subsequently paid in cash and $14,696 will be settled through the issuance of the Company's common shares.
During the nine months ended May 31, 2026 and 2025, the Company incurred total compensation of $582,963 and $499,000 for Chiyuan Deng, the President.
AI ERA CORP. (FORMERLY KNOWN AS AB INTERNATIONAL GROUP CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 9 – RELATED PARTY TRANSACTIONS (continued)
Mr. Ahmad Moradi, the Chief Executive Officer (March 1, 2026 to May 7, 2026)
On March 1, 2026, the Company entered into an Employment Agreement with Ahmad Moradi to serve as the Company's Chief Executive Officer. The agreement has an initial three-year term with automatic one-year renewals unless either party provides 90 days’ prior written notice of non-renewal. Pursuant to the agreement, Mr. Moradi is entitled to a sign-on bonus of $500,000, payable in shares of the Company's common stock at per share. On March 1, 2026, the Company recognized compensation expense of $244,444 equal to the grant-date fair value of the share’s market price of $0.44 per share for 555,555 shares. (See Note 10).
Under the Employment Agreement, Mr. Moradi is also entitled to an annual base salary of $144,000, payable quarterly, with at least 50% payable in cash. For the three months ended May 31, 2026, the Company recognized base salary expense of $26,433, of which $13,217 was paid in cash and the remaining $13,216 was settled through the issuance of shares of the Company's common stock, based on a share price of per share on May 7, 2026. (See Note 10).
During the nine months ended May 31, 2026 and 2025, the Company incurred total compensation of $270,877 and $0 for Ahmad Moradi, the Chief Executive Officer
Mr. Dzmitry Kastahorau, the CFO (April 7, 2026 to June 3, 2026)
On April 7, 2026, the Company entered into an Employment Agreement with Dzmitry Kastahorau to serve as the Company's CFO. The agreement has an initial three-year term with automatic one-year renewals unless either party provides 90 days’ prior written notice of non-renewal. Pursuant to the agreement, Mr. Kastahorau is entitled to a sign-on bonus of $300,000, payable in shares of the Company's common stock at per share. On April 7, 2026, the Company recognized compensation expense of $80,000 equal to the grant-date fair value of the share’s market price of $0.24 per share for 333,333 shares. (See Note 10).
Under the Employment Agreement, Mr. Kastahorau is also entitled to an annual base salary of $60,000, payable quarterly. For the three months ended May 31, 2026, the Company recognized base salary expense of $9,040, of which was subsequently paid in cash.
During the nine months ended May 31, 2026 and 2025, the Company incurred total compensation of $89,040 and $0 for Dzmitry Kastahorau, the CFO.
Executives’ share-based compensation
During the nine months ended May 31, 2026 and 2025, the Company incurred total share-based compensation of $41,110 and $0 for Chiyuan Deng, the President. (See Note 11).
|