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Item
3.03
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Material
Modification of Rights of Security Holders
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Certificate of Amendment to Increase Authorized Stock
On November 6, 2018, the board of directors of American Education
Center, Inc., a Nevada corporation (the “Company”), with the written consent of the holders of a majority of the shares
of the Company’s common stock issued and outstanding and the Company’s preferred stock issued and outstanding, voting
together as a single class, authorized the Company to (i) increase the number of authorized shares of common stock from 180,000,000
to 450,000,000 and the number of authorized shares of preferred stock from 20,000,000 to 50,000,000 (the “Authorized Stock
Increase”), and (ii) file a Certificate of Amendment with the Secretary of State of the State of Nevada to effect the Authorized
Stock Increase.
On November 8, 2018, the Company filed a Certificate of Amendment
with the Secretary of State of the State of Nevada to effect the Authorized Stock Increase, which became effective upon filing.
Designation of Series B Convertible Preferred Stock
On November 13, 2018, the Company filed with the Secretary of
State of the State of Nevada the Certificate of Designation of Series B Convertible Preferred Stock (the “Certificate of
Designation”), which became effective upon filing. The Certificate of Designation established and designated the Series B
Convertible Preferred Stock (“Series B Preferred Stock”) and the rights, preferences, privileges, and limitations thereof,
summarized in the following:
The Company designated 25,000,000 shares as Series B Preferred
Stock out of the 49,500,000 authorized and unissued preferred stock of the Company, par value $0.001 per share, with an original
issue price of $0.1 per share. Series B Preferred Stock is senior in rights of payment, including dividend rights and liquidation
preference, to the Company’s common stock.
Holders of shares of Series B Preferred Stock are entitled to
vote with shareholders of the Company’s common stock, voting together as a single class, except on matters that require a
separate vote of the holders of Series B Preferred Stock. In any such vote, each share of Series B Preferred Stock are entitled
to 20 votes per share.
Each share of Series B Preferred Stock shall, upon the approval
of the board of directors of the Company and without the payment of additional consideration by such holder thereof, be convertible
into one fully paid and non-assessable share of the Company’s common stock at a conversion price of $1 per share.
The foregoing description of the terms of the Certificate of
Amendment and the Certificate of Designation and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Certificate of Amendment and Certificate of Designation, which are attached
hereto as Exhibits 3.1 and 3.2.