UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form 10-D
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Form N-SAR
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Form N-CSR
For Period Ended: December 31, 2016
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For the Transition Period Ended:
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein.
If the notification relates to a portion
of the filing checked above, identify the Item(s) to which the notification relates: ________________________
PART I — REGISTRANT INFORMATION
AMERICAN EDUCATION CENTER INC.
Full Name of Registrant
2 Wall Street, Fl. 8,
New York, NY 10005
212-825-0437
Address of Principal Executive Office (Street
and Number)
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense;
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
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and
(c) The accountant’s statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III — NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
American
Education Center, Inc. (the “Company”)
is in the process of preparing
its consolidated financial statements as at December 31, 2016 and for the fiscal year then ended. The process of compiling
and disseminating the information required to be included in its Form 10-K Annual Report for the 2016 fiscal year, as well as the
completion of the required audit of the Registrant’s financial information, could not be completed by March 31, 2017 without
incurring undue hardship and expense. The Registrant undertakes the responsibility to file such annual report no later
than fifteen calendar days after its original due date.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Jonathan McKeage, Chief Executive Officer
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+ 1 (212) 825-0437
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(Name)
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(Area Code) (Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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Yes
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No
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(3)
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Is
it anticipated that any significant change in results of operations for the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
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No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
In
the fourth quarter of 2016, the Company acquired a 100% equity interest of an entity that has an operating subsidiary in the PRC,
whose operation will be presented in the Company’s results of operation on a consolidated basis. As such, the Company anticipates
that there shall be significant change in results of operations compared to the corresponding period of the last fiscal year.
However,
as of the date of this filing, the financial accounting and auditing of the Company for the year ended December 31, 2016 has not
been completed. The Company cannot make a reasonable estimate of the results for the year ended December 31, 2016 because only
preliminary financial information is available at this time.
Cautionary Note on Forward-Looking Statements
This Report contains or may contain, among other things, certain
forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with
respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words
such as “projects”, “may”, “could”, “would”, “should”, “believes”,
“expects”, “anticipates”, “estimates”, “intends”, “plans” or similar
expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject
to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange
Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking
statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond
the Company’s control). The Company disclaims any duty to update such forward-looking statements.
American Education Center, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 2017
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By:
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/s/ Jonathan McKeage
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Name:
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Jonathan McKeage
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Title:
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Chief Executive Officer
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Instruction: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of
fact constitute Federal criminal violations. (See 18 U.S.C. 1001)
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