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): December 5, 2017 (December 1, 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, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code  (212) 825-0437

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( 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 8.01 Other Events

 

On December 1, 2017, American Education Center, Inc., a Nevada corporation (“AEC” or the “Company”), has entered into a Strategic Partnership Agreement with Oxbridge International Education Group (“Oxbridge”), a long-time customer and strategic partner of the Company, to strengthen existing business relationship, and to share resources in marketing and sales, and jointly established a number of programs including, but not limited to, the Short-term Exchange Program for Outstanding Students and the Young Chinese-American Start-up/Entrepreneur Center.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit    
Number   Exhibit Title  
99.1   Press release dated December 5, 2017 (furnished pursuant to Item 8.01 of Form 8-K)
99.2   Unofficial English Translation of Strategic Partnership Agreement with Oxbridge International Education Group dated December 1, 2017 (furnished pursuant to Item 8.01 of Form 8-K)

 

 

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: December 5, 2017    
  By: /s/ Max P. Chen
  Name:   Max P. Chen
  Title: Chief Executive Officer and President, Chairman of the Board

 

 

 

 

Exhibit 99.1

 

American Education Center Signs Strategic Partnership Agreement with

Leading Education and Training Services Provider in China

 

NEW YORK, Dec. 5, 2017 (GLOBE NEWSWIRE) — American Education Center, Inc. (“AEC” or the “Company”) (OTCQB: AMCT), an emerging growth company providing educational and career enrichment opportunities for Chinese students studying in the United States, and compliance training and advisory services to customers with corporate clients in China, today announced that it has entered into a 5-year Strategic Partnership Agreement (the “Agreement”) with Oxbridge International Education Group (“Oxbridge’), a leading education and training services provider in China. The Agreement is intended to strengthen existing business relationship, and to share resources in marketing and sales, and jointly established a number of programs including but not limited to the Short-term Exchange Program for Outstanding Students, and the Young Chinese-American Start-up/Entrepreneur Center. Pursuant to the Agreement, Oxbridge’s subsidiary, Oxbridge International School will leverage AEC’s proprietary ESL curriculum and training materials to provide educational services.

 

Max P. Chen, Chairman and Chief Executive Officer of AEC, commented, “We are very excited about this strategic partnership and the possibility of creating more service opportunities for both parties through cooperation and collaboration that are mutually beneficial for both parties. In light of rising market demands for quality educational services, we view partnership with leading players like Oxbridge as a crucial path for our long-term success.”

 

Peng Zhao, Chairman of Oxbridge, added, “Max and I share the same vision of the education and training services in China, and we firmly believe that the Agreement provides a win-win situation for both parties. We look forward to grow this long-term business relationship and bear fruit together in years to come.”

 

About Oxbridge International Education Group

 

Established in 1996 and headquartered in Beijing, Oxbridge International Education Group (“Oxbridge”) is one of the leading education and training services providers in China, providing language training, overseas study consulting, immigration services, overseas real estate purchase services, overseas asset management, study tour, and professional training services, etc. Oxbridge has offices in the U.S., Canada, U.K., Australia and Japan as well as across major cities in China including Tianjin, Shijiazhuang, Hefei, Wuhan, Zhengzhou, Jinan, Xinjiang, Chengdu, and Qingdao. For more information, please visit: www.oxbridgedu.org .

 

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

 

Based in New York with operations in China, we are one of most experienced and recognizable total solutions education advisory services company in the United States. Our customized placement and career advisory services are designed to address the needs of the rising middle-class families in China for quality education and working experience in the U.S. We also deliver customized compliance training and advisory services to customers with corporate clients in China in the food industry to help them meet the local regulatory and compliance requirements and standards. For more information, please visit: www.aec100.com .

 

Forward Looking Statements

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties, Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.  

 

 

 

 

Contact :

 

American Education Center, Inc.

Nancy Qin

(212) 825-0437

f.qin@aec100.com

 

Investor Relations

Tony Tian, CFA

Weitian Group LLC

(732) 910-9692

tony.tian@weitian-ir.com  

 

 

 

Exhibit 99.2

 

Strategic Partnership Agreement

 

Between American Education Center, Inc. and Oxbridge International Education Group

 

American Education Center, Inc. (hereinafter referred to as “AEC”) and Oxbridge International Education Group (hereinafter referred to as “Oxbridge”) have built-up cooperative relationship for years. In light of the long-term business relationship between AEC and Oxbridge and in order to strengthen the existing relationship, both parties agree to execute this Strategic Partnership Agreement and the following terms:

 

1.  Both parties are willing to strengthen existing business relationship. Oxbridge will refer more students (who wish to study in the United States) to use AEC’s placement advisory services.

 

2.  Both parties will jointly develop the “Short-term Exchange Program for Outstanding Students.”

 

3.  In accordance with AEC’s directives, Oxbridge International School, a subsidiary of Oxbridge, will use AEC’s ESL curriculum to provide educational services. If and when the right conditions exist, AEC may acquire Oxbridge International School.

 

4.  Oxbridge and AEC will share resources, leveraging available data to help AEC expand its market share of Chinese students who wish to study in the United States.

 

5.  Both parties will establish the “Young Chinese-American Start-up/Entrepreneur Center” and hold the “Young Chinese-American Start-up/Entrepreneur Competition” which objective is to strengthen and support entrepreneurial activities.

 

6.  Both parties will strengthen communication and cooperation in terms of cultural and educational exchange between China and the United States. Both parties will also organize related cultural and educational exchange events and exhibition for companies and individuals.

 

7.  Both parties will strengthen services for Chinese students and their families in the United States, organizing different types of parents group or students group with the objective of assisting Chinese students with their start-up process and,advising families on investment in the United States. AEC will support Oxbridge’s investment in the United States and its related project in Los Angeles.

 

8.  This agreement is valid for 5 years, effective on the signing date.

 

American Education Center, Inc. Oxbridge International Education Group
   
Signature:  /s/ Max P. Chen Signature: /s/ Zhao Peng
   
Title: CEO, President and Chairman of the Board Title: CEO, and Chairman of the Board
   
Date: December 1, 2017 Date: December 1, 2017