UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 30, 2017 (August 28, 2017)

 

AMERICAN EDUCATION CENTER, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   333-201029   38-3941544
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2 Wall Street, 8th Fl.

New York, NY, 10005

(Address of Principal Executive Offices)

 

+212-825-0437

(Issuer’s telephone number)

 

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 ( see  General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

 

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 x

 

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

Departure of Chief Executive Officer

 

On August 29, 2017, Mr. Jonathan F. McKeage left his position as the Chief Executive Officer (“CEO”) of American Education Center, Inc., a Nevada corporation (the “Company”), because Mr. McKeage’s Employment Agreement with the Company ended on August 28, 2017. Mr. McKeage will remain as a senior advisor of the Company, assisting Mr. Max Pu Chen, Chairman and Sole Director of the Company in the implementation of the its strategic and business plan.

 

Appointment of new Chief Executive Officer

 

On August 28, 2017, Mr. Max Pu Chen, the current Chief Financial Officer (“CFO”), President, Chairman and Sole Director of the Company, was appointed by the Board of Directors of the Company (the “Board”) to serve as the Company’s CEO, effective on August 29, 2017. The Company entered into an Employment Agreement with Mr. Chen on August 29, 2017 for a term of three-year period that renews annually unless terminated by either party. Pursuant to the Employment Agreement, Mr. Chen shall receive an annual base salary of $180,000, payable monthly for serving as the Company’s CEO. During the term of his employment, Mr. Chen is entitled to participate in the Company’s benefit plans.

 

The Employment Agreement is qualified in their entirety by reference to the complete text of the Employment Agreement which is filed hereto as Exhibit 10.1.

 

Mr. Chen has served as the Sole Director, Chairman of the Board, President, Chief Financial Officer and Secretary of the Company since May 2014. Mr. Chen is also the Executive Director of the US-China Higher Education Alliance. He had previously served as the President, and sole Director of American Education Center, Inc., a New York corporation and now a wholly owned subsidiary of the Company, since its inception in 1999 to May 2014. Mr. Chen holds a bachelor’s degree from Sichuan Normal University Department of Foreign Language. Mr. Chen holds an M&R Management Certificate from Harvard Business School.

 

Certain Relationships and Related Party Transactions

 

Mr. Chen does not have any family relationship with any other director or executive officer of the Company.

 

The following are transactions, since January 1, 2016, the beginning of the Company’s fiscal year, in which the Company was or is a part of, and in which Mr. Chen had or will have a direct or indirect material interest.

 

The Company conducts certain transactions with Columbia International College (the “CIC”) in the normal course of business, and paid $275,000 and $0 for consulting services for the year ended December 31, 2016 and for the six months ended June 30, 2017, respectively; with accounts receivable for an amount due from CIC of $21,500 as of June 30, 2017. Mr. Chen has a 34% interest in CIC.

 

The Company has also paid Mr. Chen, pursuant to an employment agreement dated August 1, 2014 regarding his position as the Company’s CFO, $36,000 and $18,000 for the year ended December 31, 2016 and for the six months ended June 30, 2017, respectively.

 

ITEM 9.01 EXHIBITS

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Employment Agreement with Max P. Chen dated August 28, 2017
99.1   Press Release dated August 30, 2017

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN EDUCATION CENTER, INC.
     
Dated: August 30, 2017    
  By: /s/ Max P. Chen
  Name: Max P. Chen
  Title: Chief Executive Officer, President, Chairman, Sole Director, Chief Financial Officer and Secretary

 

 

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (“Agreement”) is entered into by and between American Education Center, Inc, a Nevada company (“Employer”), and Max Pu Chen (“Employee”), on August 28, 2017 (the “Effective Date”).

 

WHEREAS , Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration.

 

NOW, THEREFORE , for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and Employee agree as follows:

 

ARTICLE 1: EMPLOYMENT AND DUTIES

 

1.1.        Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of August 29, 2017 and continuing until August 29, 2020, and for additional consecutive one year periods thereafter (the “Term”) unless terminated as provided herein and subject to the other terms and conditions of this Agreement.

 

1.2.       Beginning Effective Date, Employee shall be employed as Chief Executive Officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time.

 

1.3.       Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities, which do not conflict with the business and affairs of the Employer or interfere with Employee’s performance of his duties hereunder.

 

1.4.       Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would intentionally injure Employer’s business, its interests, or its reputation. Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue, except as approved by a majority of independent members of Employer’s Board of Directors.

 

1.5.       Employee acknowledges and agrees that Employee is expressly prohibited from purchasing or selling securities of the Company based on any material non-public information obtained during the course of performing services to the Company. In addition, Employee is prohibited from informing, or “tipping,” any other person about such material information. Employee also agrees to comply with the Company’s Insider Trading Policy, as updated and amended from time to time.

 

 

 

 

ARTICLE 2: COMPENSATION AND BENEFITS

 

2.1.       Employee’s initial base salary (the “Salary”) shall be $15,000.00 per month which shall be paid in accordance with Employer’s standard payroll practice.

 

2.2.       From and after the Effective Date, Employer shall pay, or reimburse Employee, for all ordinary, reasonable and necessary expenses which Employee incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, education, professional dues and subscriptions, and all dues, fees and expenses associated with membership in various professional, business and civic associations and societies of which Employee’s participation is in the best interest of Employer.

 

2.3.       While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other employees of Employer, in all general employee benefit and incentive plans and programs, including improvements or modifications of the same, which on the effective date or thereafter are made available by Employer to all or substantially all of Employer’s employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, qualified retirement and equity incentive plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to provide greater rights, participation, coverage, or benefits under such benefit plans or programs than provided to employees pursuant to the terms and conditions of such benefit plans and programs.

 

2.4.       Employer may withhold from any compensation, benefits, or amount payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

 

2.5.       While employed by Employer, Employee will be bound by the Company’s 2015 Equity Incentive Plan for options issued to the Employee, except as specifically provided in the Option Grant Agreements entered into by and between Employer and Employee.

 

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION

 

3.1.       Employee’s employment with Employer shall be terminated (i) upon the death of Employee, or (ii) upon Employee’s permanent disability (permanent disability being defined as Employee’s physical or mental incapacity to perform his usual duties as an employee with such condition to remain continuously and permanently for a period of 90 days).

 

3.2.       If Employee’s employment is terminated by reason of a “Voluntary Termination” (as hereinafter defined), the death of Employee, or by the Employer for “Cause” (as hereinafter defined), all future compensation to which Employee is otherwise entitled and all future benefits for which Employee is eligible shall cease and terminate as of the date of termination as provided in this Section. Employee, or his estate in the case of Employee’s death, shall be entitled to base salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s employee benefit plans (as hereinafter defined). For purposes of this Section 3.2, a “Voluntary Termination” of the employment relationship by Employee prior to expiration of the Term shall be a termination of employment in the sole discretion of and at the election of Employee, other than (i) a termination of Employee’s employment because of a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer or (ii) a termination of Employee’s employment within six (6) months of a material reduction in Employees’ rank or responsibility with Employer. For purposes of this Section 3.2, the term “Cause” shall mean any of (i) Employee’s gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (ii) Employee’s final conviction of a felony; or (iii) Employee’s material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice to Employee by Employer of such breach.

 

 

 

 

3.3.       If Employee’s employment is terminated for any reason other than as described in Sections 3.1 or 3.2 above during the Term, Employer shall pay to Employee a severance benefit consisting of a single lump sum number of shares of common stock of the Company equal to one year Salary due to Employee valued at average trading price of past thirty days prior to the termination date. Such severance benefit shall be paid no later than sixty (60) days following Employee’s termination of employment. Employee shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which severance benefit payments under this Section 3.3 are owing and the amounts due Employee pursuant to this Section 3.3 shall not be reduced or suspended if Employee accepts subsequent employment or earns any amounts as a self-employed individual. Employee’s rights under this Section 3.3 are Employee’s sole and exclusive rights against the Employer or its affiliates and the Employer’s sole and exclusive liability to Employee under this Agreement, in contract, tort or otherwise, for the termination of his employment relationship with Employer.

 

ARTICLE 4: MISCELLANEOUS

 

4.1.       For purposes of this Agreement, (i) the terms “affiliates” or “affiliated” means an entity who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Employer or in which Employer has a 50% or more equity interest, and (ii) any action or omission permitted to be taken or omitted by Employer hereunder shall only be taken or omitted by Employer upon the express authority of the Board of Directors of Employer or of any Committee of the Board to which authority over such matters may have been delegated.

 

4.2.       For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when received by or tendered to Employee or Employer, as applicable, by pre-paid courier or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (i) If to Employer, to current corporate headquarters to the attention of the General Counsel of Company. (ii) If to Employee, to his last known personal residence.

 

4.3.       This Agreement shall be governed in all respects by the laws of the State of New York, excluding any conflict-of-law rule or principle that might refer to the laws of another State or country.

 

4.4.       No failure by either party hereto at any time to give notice of any breach by the other party of or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

 

 

 

4.5.       It is a desire and intent of the parties that the terms, provisions, covenants, and remedies contained in this Agreement shall be enforceable to the fullest extent permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the application thereof to any person, association, or entity or circumstances shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant, or remedy shall be construed in a manner so as to permit its enforceability under the applicable law to the fullest extent permitted by law. In any case, the remaining provisions of this Agreement or the application thereof to any person, association, or entity or circumstances other than those to which they have been held invalid or unenforceable, shall remain in full force and effect.

 

4.6.       This Agreement shall be binding upon and inure to the benefit of Employer and any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of Employer by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of Employer, other than in the case of death or incompetence of Employee.

 

4.7.       This Agreement replaces and merges any previous agreements and discussions pertaining to the subject matter covered herein. This Agreement constitutes the entire agreement of the parties with regard to such subject matter, and contains all of the covenants, promises, representations, warranties, and agreements between the parties with respect such subject matter. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matter, which is not embodied herein, and that no agreement, statement, or promise relating to the employment of Employee by Employer that is not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by each party whose rights hereunder are affected thereby, provided that any such modification must be authorized or approved by the Board of Directors of Employer.

 

[ intentionally left blank below ]

 

 

 

 

IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the Effective Date.

 

 

American Education Center, Inc.

 

 

/s/ Max P. Chen

Max P. Chen

President and Director of Board

 

 

EMPLOYEE

 

 

/s/ Max P. Chen

Max P. Chen

 

 

 

 

 

Exhibit 99.1

 

American Education Center, Inc.
2 Wall Street, 8 th Fl, New York, NY 10005
Tel: 646-780-8118

 

 

 

 

PRESS RELEASE

FOR RELEASE August 30, 2017

 

 

American Education Center Appoints New CEO and Engages Senior Financial Advisor

 

NEW YORK, August 30, 2017 – On August 28, 2017, the Board of Directors (the “Board”) of American Education Center Inc., a Nevada corporation (the “Company”) approved the appointment of Mr. Max Pu Chen, President and Chief Finance Officer of the Company, as its new Chief Executive Officer (“CEO”) when the employment contract of Mr. Jonathan McKeage, current CEO of the Company, ends on August 28, 2017. The effective date of Mr. Chen’s appointment as the Company’s new CEO is August 29, 2017. Mr. McKeage will remain as a senior advisor of the Company, assisting Mr. Chen in the implementation of the Company’s strategic and business plans.

 

The appointment of Mr. Max Chen as the Company’s CEO is the result of the Board’s decision to reorganize and expand its senior management team, and properly realign its internal resources and strategic priorities in connection with its planned up-listing to a national exchange such as Nasdaq or New York Stock Exchange.

 

In conjunction with Mr. Chen’s appointment, the Company has engaged Mr. Anthony S. Chan, CPA, President of CA Global Consulting Inc., a seasoned finance executive with over 25 years of professional experience, as its senior financial advisor to assist senior management in the assessment of the Company’s governance, risk management and compliance functions; enhancement of its finance and accounting functions; evaluation of M&A opportunities; refinement of the Company’s business initiatives and growth strategies; and development of an actionable plan to up-list the Company to the main board.

 

Mr. Max Chen commented, “I am excited about my new leadership role at the Company and look forward to working with Anthony in strengthening our senior management team; formalizing our compliance and risk management functions; refining our near-term strategic goals; and developing a timeline to get the Company up-listed to the main board. On behalf of the Company, we thank Jonathan for his dedicated services and welcome Anthony to joining our Company as a senior financial advisor.”

 

 

 

American Education Center, Inc.
2 Wall Street, 8 th Fl, New York, NY 10005
Tel: 646-780-8118

 

 

 

 

About American Education Center, Inc. (OTCQB: AMCT)

 

Leveraging its industry knowledge and technical expertise, AEC delivers customized services to capitalize on the increasing demand for quality education in the United States as well as training on operational compliance in China. Based in New York with operations in China, the Company currently provides admission, training and other consulting services to Chinese students wishing to study in the United States and delivers customized executive training programs for clients in China.

 

Contact :

 

Nancy Qin

(212) 825-0437

f.qin@aec100.com

 

 

American Education Center, Inc.

2 Wall Street

Floor 8

New York, NY 10005

http://americaneducationcenter.org/

 

 

Disclaimer: Matters discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual business and/or financial results may differ materially from the results predicted or the Company’s expectations or beliefs, and reported results should not be considered as an indication of future performance. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. The Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Actual business and financial results may differ materially from those discussed in the forward-looking statements. Therefore, in no case whatsoever will AEC and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or for any related damages.