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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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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.
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Exhibit
No.
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Description
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10.1
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Employment Agreement with Max P. Chen dated August 28, 2017
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99.1
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Press Release dated August 30, 2017
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