SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): July 12, 2018 (July 10, 2018)

 

 

AMERICAN EDUCATION CENTER, INC.

(Exact name of registrant as specified in its charter) 

 

NEVADA 333-201029 52-2175898
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

2 Wall Street, 8 th Fl.

New York, NY 10005

(Address of principal executive offices)

 

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

  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ 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 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 þ

 

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. ¨

 

 

 

 

 

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 10, 2018 (the “ Effective Date ”), American Education Center, Inc. (the “ Company ”) entered into a Business Purchase Agreement (the “ Purchase Agreement ”) with FIFPAC, Inc., a New Jersey corporation (the “ Seller ”), a 100% owner of American Institute of Financial Intelligence LLC, a New Jersey corporation (“ AIFI ” or the “ Target ”).

 

Pursuant to the Purchase Agreement, the Company has agreed to issue 100,000 shares of the Company’s common stock (the “ Consideration Shares ”) to the Seller, in exchange for 51% equity ownership of the Target within 30 days from the Effective Date. The Seller has agreed to hold the Consideration Shares for 180 days following the Issuance Date (defined below) before selling any or all portion of the Consideration Shares.

 

The Company issued the Consideration Shares on July 10, 2018 (the “ Issuance Date ”).

 

Attached as Exhibit 99.1 is the Purchase Agreement, which is incorporated into this Item 1.01 by reference.

 

SECTION 2 – FINANCIAL INFORMATION

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information set forth under Item 1.01 above is incorporated by reference in this Item 2.01 in its entirety.

 

SECTION 3 – SECURITIES AND TRADING MARKETS

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information disclosed in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

 

On July 10, 2018, the Company issued the Consideration Shares, 100,000 shares of the Company’s common stock, to the Seller in accordance with the Purchase Agreement. The offer and issuance of the Consideration Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For this issuance, the Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit
Number
  Description
99.1   Business Purchase Agreement, dated as of July 10, 2018, between American Education Center, Inc. and FIFPAC, Inc.
     
99.2   Press Release dated July 12, 2018.

 

 

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

  AMERICAN EDUCATION CENTER, INC.  
     
     
  By: /s/ Max P. Chen  
  Name: Max P. Chen  
  Its: Chief Executive Officer  

 

Dated: July 12, 2018

 

 

 

 

 

Exhibit 99.1

 

BUSINESS PURCHASE AGREEMENT

 

THIS BUSINESS PURCHASE AGREEMENT (hereinafter the “Agreement”) is entered into effective as of the 10th day of July, 2018 (hereinafter the “Closing Date”), between:

 

FIFPAC, Inc. (hereinafter the “Seller”), a New Jersey corporation with its principal place of business at 200 Centennial Ave., Ste. 106, Piscataway, NJ 08854, and 100% owned by Xinyi (Cindy) Yu and Hong Zhang (together, “the Principals”); and

 

American Education Center. Inc. (“AEC”, hereinafter the “Buyer”), a New York corporation with its principal place of business at 2 Wall Street, Floor 8, New York NY 10005, a publicly traded company whose common stock is traded under the symbol AMCT on the OTCQB Venture Market.

 

The Buyer and the Seller are referred singularly as “Party” and collectively as the “Parties”.

 

WHEREAS, the Seller owns American institute of Financial Intelligence LLC, (“AIFI”, hereinafter the “Target”), a New Jersey corporation with the same principal place of business as the Seller; and

 

WHEREAS, Buyer desires to acquire 51% of the ownership of Target, pursuant to the Investment Letter of Intent dated the 7 th of June, 2018, signed by the Buyer and the Seller, contemplating the acquisition of the ownership (hereinafter the “Proposed Transaction”).

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and of future arrangements to be undertaken by the Parties in relation to the Proposed Transaction, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows

 

TERMS AND CONDITIONS

 

A. Purchase . In exchange for 51% equity ownership of the Target, the Buyer will issue 100,000 (one hundred thousand) of restricted (180 days vesting period) AMCT common stock to the Seller. Buyer will undertake this stock issuance as soon as practicable, but no later than 30 days after the Closing Date. The AMCT common stock will vest immediately with the Seller and will have customary registration and voting rights pari passu with other AMCT common shares of AEC.

 

B. Responsibilities of the Seller. The Seller agrees to provide reasonable and customary business management services agreeable by its Principals based on the 36 months business plan for AIFI (hereinafter the “Plan”) mutually agreed upon by both Parties for a period of at least 36 months following the Closing Date, pursuant to the compensation arrangements mutually agreed by the Parties. During the first [12] months following the Closing Date, there shall be no fixed salary arrangement to the Principals. Following this initial 12-month period, the Seller and the Buyer shall mutually agree any compensation arrangement for the ensuing period of 24 months, and beyond, if the Parties all so agree.

 

  1

 

 

C. Responsibilities of the Buyer. The Buyer hereby agrees to provide marketing services to AIFI, with the goal of building the company's client base as rapidly as possible. The Buyer will start the marketing effort immediately based on the Plan, no later than 60 days after the Closing Date.

 

D. Governing Law. This agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to conflict of laws principles) of the State of New York.

 

E. Costs. All fees and expenses incurred by each Party in connection with this Agreement and the transaction contemplated in this Agreement shall be borne by that party, whether or not this Agreement is executed.

 

F. Notices. The above addresses of the Parties shall be applicable for the purpose of service until such time as one Party informs the other in writing of any change thereof.

 

G. Effectiveness. This Agreement shall become effective immediately on the date of signing.

 

H. Counterparts. This Agreement is executed in two (2) original counterparts.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date below written by their duly authorized representatives.

 

ON BEHALF OF FIFPAC, INC. and AIFI  
   
/s/ Xinyi Yu  
Xinyi Yu, 50% Owner of FIFPAC, Inc.  

Date: July 10, 2018

 
   
/s/ Hong Zhang  
Hong Zhang, 50% Owner of FIFPAC, Inc.  

Date: July 10, 2018

 
   
ON BEHALF OF AMERICAN EDUCATION CENTER, INC.  
   
/s/ Max P. Chen  
Max P. Chen, Chairman & CEO  

Date: July 10, 2018

 

 

  2

 

 

Exhibit 99.2

 

American Education Center Acquires 51% Interest in American Institute of Financial Intelligence

 

NEW YORK, NY July 12, 2018 /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, announced today that, as of July 10, 2018, it has entered into a business purchase agreement (“the Agreement”) with FIFPAC, Inc., a New Jersey corporation (the “Seller”) to acquire 51% of the ownership of American Institute of Financial Intelligence LLC (“AIFI” or the “Target”), a wholly-owned subsidiary of the Seller until July 10, 2018. AIFI is an education provider specializing in financial literacy.

 

Pursuant to the terms of the Agreement, AEC is expected to acquire 51% ownership of AIFI. Following the closing of the deal, AEC is expected to provide marketing services to AIFI to rapidly expand its customer base and AIFI is expected to provide business management services based on its 36-month business plan.

 

AIFI’s training materials, education programs, and certificates include the Certified Financial Education Profession (CFEP) certificate, a FINRA listed professional designation, and the Certified in Financial Literacy (CinFL) certificate. These certificates are expected to augment AEC’s existing certificate programs and educational offerings, as certifications now owned by AEC.

 

Max P. Chen, Chairman and Chief Executive Officer of AEC, commented, “Understanding of basic financial concepts and financial literacy has become more and more important in our society. Individuals and families have greater responsibility for financial planning and managing their money in the face of a more complex financial system. In today’s world everybody needs to understand essentials of finance.”

 

Mr. Chen continued, “The American Institute of Financial Intelligence addresses the subject of financial literacy through a variety of online and offline classes, curriculum materials, and consulting services. These tailored offerings benefit children from preschool through high school, the financial services industry, foreign students, non-profit organizations and schools. AIFI places an emphasis on family involvement by providing materials for children and parents together to help build a financial education ecosystem that promotes sound financial behavior. We believe that AEC will greatly benefit from the quality of AIFI’s educational materials and their expertise in financial intelligence.”

 

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

 

Headquartered in New York with its business operations in China, American Education Center, Inc. is one of the most recognized education advisory service companies in the United States. Our service offerings include customized placement advisory, career advisory, and student and family advisory designed to address the demand of rising middleclass families in China for quality education and career development in the United States. We provide personalized services to our students. Our goal is to place educators and students at top universities in the world, and in achieving this goal, we regularly inform ourselves of the recruiting needs of top universities for international students and faculty. For more information, please visit: www.aec100.com.

 

 

 

 

About American Institute of Financial Intelligence LLC

 

The American Institute of Financial Intelligence was the education division of FIFPAC Inc until July 10, 2018. The Institute provides financial education and services with its training and certification programs. The programs provide extensive and important financial literacy training services to the financial services industry, non-profit organizations and schools to train professionals, financial literacy educators, lending industry customers, college students and K-12 students. For more information, please visit: http://fifpac.com/about/.

 

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.  

 

For more information, please contact:

 

Nancy Qin

American Education Center, Inc.
Phone: (212) 825-0437

Email: f.qin@aec100.com

 

Tina Xiao
Ascent Investor Relations LLC
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com