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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 current Chief Financial
Officer and Appointment of new Chief Financial Officer
On September 28, 2017,
Mr. Anthony S. Chan, the current senior financial adviser of American Education Center, Inc., a Nevada corporation (the “Company”),
was appointed by the Board of Directors of the Company (the “Board”) to replace Mr. Max P. Chen as the Company’s
Chief Financial Officer (“CFO”), effective on October 1, 2017. The Company entered into an Employment Agreement with
Mr. Chan on September 28, 2017 (the “Employment Agreement”) for a term of three-year period unless terminated according
to the Employment Agreement. During the term of his employment, Mr. Chan is entitled to participate in the Company’s benefit
plans.
Pursuant to the Employment
Agreement, Mr. Chan shall receive an annual base salary of $150,000, payable monthly for serving as the Company’s CFO, and
be eligible for additional compensation if two separate milestones are met, in the form of both cash and the Company’s stock.
Specifically, in the event that the Company shall file a registration statement pursuant to a Form S-1, Mr. Chan shall be entitled
to receive, upon the U.S. Securities and Exchange Commission (the “SEC”) declares such Form S-1 effective, a cash
bonus of $50,000 and an option grant of 50,000 shares of the Company’s common stock, fully vested with an exercise price
of $1 per share. Additionally, in the event that the Company shall be successfully listed on Nasdaq prior to June 30, 2018, Mr.
Chan shall be entitled to receive a cash bonus of $50,000 and an option grant of 50,000 shares of the Company’s common stock,
fully vested with an exercise price of $1 per share. In the event that the Company is not successfully listed on Nasdaq by June
30, 2018 solely by market conditions or other factors beyond Mr. Chan’s control, Mr. Chan shall receive a cash bonus of
$30,000 and an option grant of 35,000 shares of the Company’s common stock, fully vested with an exercise price of $1 per
share.
Mr. Max P. Chen continues
to act as the Company’s Chief Executive Officer, President, Chairman and sole director of the Board.
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. Chan has served
as senior financial adviser of the Company since August 2017. Mr. Chan is a seasoned CPA and an accomplished executive with over
28 years of professional experience in auditing and SEC reporting, mergers and acquisitions, business turnaround, SOX and FCPA
compliance and risk management. As a CFO and former audit and consulting partner, Mr. Chan has advised and audited public companies
and privately-held organizations across various companies. Mr. Chan is the President of CA Global Consulting Inc., a company he
co-founded in 2014. He was the Executive Vice President and Acting CFO of Sino-Global Shipping America, Ltd., a NASDAQ-listed company
from 2013 to 2015. From 2012 until 2013, Mr. Chan was an audit partner with UHY LLP. From 2011 until 2012, he was an audit partner
at Friedman LLP. From 2007 through 2011, he was a partner at Berdon LLP, an auditing firm. Mr. Chan currently serves as a Board
of Director and the Audit Committee Chair of the New York State Society of Certified Public Accountants, a Board of Trustee for
the Foundation for Accounting Education, and a member of the editorial advisory board for the CPA Journal. Mr. Chan has a BA in
Accounting and Economics; and an MBA in Finance and Investments, and is a CPA licensed in the State of New York.
Certain Relationships and Related Party
Transactions
Mr. Chan does not have
any family relationship with any other director or executive officer of the Company.
There have been no
related party transactions between the Company and Mr. Chan reportable under Item 404(a) of Regulation S-K.