Item 4.01
|
Changes in Registrant’s Certifying Accountant
|
Following the completion
of the review of unaudited financial statements for the period ended March 31, 2017, American Education Center Inc., a Nevada Company
(the "Company" or "AEC") decided to change its independent registered public accounting firm for the remainder
of the fiscal year ended December 31, 2017. On May 23, 2017, the Board of Director of the Company (the “Board”)
approved the appointment of Marcum Bernstein & Pinchuk LLP (“Marcum”) as the Company’s independent
registered public accounting firm for the Company’s fiscal year ending December 31, 2017 and the dismissal of Wei,
Wei & Co. LLP (“Wei & Wei”) from that role, each effective as of May 23, 2017.
(a)
|
Dismissal of
independent registered public accounting firm
|
The Board approved
the dismissal of Wei & Wei as the Company's independent registered public accounting firm, effective as of May 23, 2017.
Wei & Wei’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2016 and
2015, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles. The audit reports of Wei & Wei on the effectiveness of internal control over financial reporting
as of December 31, 2016 and 2015, did not contain an adverse opinion, nor were they qualified or modified.
During
the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 23, 2017, there were (i) no "disagreements"
(as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Wei &
Wei on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which,
if not resolved to Wei & Wei’s satisfaction, would have caused Wei & Wei to make reference thereto in their reports,
and (ii) no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K) except that Wei
& Wei advised the Company of material weaknesses related to ineffective disclosure controls and procedures as the Company
does not have a Chief Financial Officer that is familiar with the accounting and reporting requirements of a U.S. publicly-listed
company, and it did not have a financial staff with accounting and financial expertise in U.S. generally accepted accounting principles
(“US GAAP”) during the fiscal year ended December 31, 2015.
The Company provided
Wei & Wei with a copy of the disclosures made within this Current Report on Form 8-K and requested that Wei & Wei furnish
a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. A copy of
Wei & Wei’s letter dated May 30, 2017 is filed as Exhibit 16.1 hereto.
(b)
|
Appointment
of new independent registered public accounting firm
|
During the fiscal years
ended December 31, 2016 and 2015, and the subsequent interim period through May 23, 2017, neither the Company nor anyone on its
behalf consulted with Marcum regarding (i) the application of accounting principles to a specified transaction, (ii) the type of
audit opinion that might be rendered on the Company’s financial statements by Marcum, in either case where written or
oral advice provided by Marcum would be an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former
auditor, Wei & Wei or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).