ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS American Education Center, Inc. (“AEC New York”) is a New York corporation incorporated on November 8, 1999 and is licensed by the Department of the State of New York to engage in education related consulting services. On May 7, 2014, the President and then sole shareholder of AEC New York formed a new company, American Education Center, Inc. in the State of Nevada ("AEC Nevada"). On May 31, 2014, the President and the sole shareholder of AEC New York exchanged his 200 shares for 10,563,000 shares of AEC Nevada. The share exchange resulted in AEC New York becoming a wholly owned subsidiary of AEC Nevada (hereinafter the “Company”). AEC Southern Management Limited, a Hong Kong company (“AEC Southern HK”) was formed on December 29, 2015. AEC Southern HK then formed Qianhai Meijiao Education Consulting Management Co., Ltd. (“AEC Southern Shenzhen”) on March 29, 2016 pursuant to PRC laws, with a registered capital of RMB 5,000,000. AEC Southern HK and AEC Southern Shenzhen are wholly owned subsidiaries of the Company. On July 13, 2018, pursuant to a Business Purchase Agreement (the “Purchase Agreement”), the Company acquired 51% of the issued and outstanding equity interests of American Institute of Financial Intelligence LLC (“AIFI”), a New Jersey limited liability company formed on May 10, 2017, in exchange for 100,000 shares of the Company common stock issued to the then sole shareholder of AIFI. As a result, AIFI became a 51% majority owned subsidiary of the Company. On October 23, 2018, AEC Nevada incorporated a subsidiary, AEC Management Ltd. (“AEC BVI”) in the British Virgin Islands, pursuant to the laws of British Virgin Islands. AEC BVI is a wholly owned subsidiary of AEC Nevada, and as of the date of this report, does not have significant business activities. On May 22, 2020, AEC Southern HK formed Yiqilai (Shenzhen) Consulting Management Co., Ltd. ("AEC YQL") in Shenzhen, China on May 22, 2020 pursuant to PRC laws. AEC YQL is a wholly owned subsidiary of AEC Southern HK, and as of the date of this report, does not have significant business activities. On August 18, 2020, AEC YQL entered into a series of contractual arrangements, including an Equity Pledge Agreement, Exclusive Management Consulting Agreement, Exclusive Option Agreement, and Irrevocable Power of Attorney (collectively, the "VIE Agreements"), with Shenzhen Zhongwei Technology Co., Ltd. ("Zhongwei"), a PRC company, and Ding Xiang (Shenzhen) Investment Co., Ltd., a PRC company ("Pledgor"), the sole shareholder of Zhongwei controlled by Dewei Li and Bin Liu (collectively, the “Ding Xiang Shareholders”). Pursuant to the VIE Agreements, AEC YQL gained 100% fully control over Zhongwei and its subsidiaries. Zhongwei is involved in, among other things, e-commerce, and our company plans to leverage Zhongwei's current e-commerce platform, and to engage in business such as online education e-commerce. In consideration for entering into the transactions contemplated by the VIE Agreements, on August 18, 2020, the Company entered into a Share Issuance Agreement (the "Share Issuance Agreement") with the Ding Xiang Shareholders, whereby the Company agreed to issue to the Ding Xiang Shareholders an aggregate of 2,640,690 shares of the Company's common stock, par value $0.001. The transactions underlying the Share Issuance Agreement is closed in August 2020. 1. ORGANIZATION AND BUSINESS (continued) VIE Agreements with Zhongwei Due to the restrictions imposed by PRC laws and regulations on foreign ownership of companies engaged in value-added telecommunication services and certain other businesses, we operate our businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. As such, Zhongwei is controlled through VIE Arrangements in lieu of direct equity ownership by us or any of our subsidiaries. Such VIE Arrangements consist of a series of four agreements (collectively, the “VIE Arrangements”), which were signed on August 18, 2020. The significant terms of the VIE Arrangements by and among our wholly-owned subsidiary, AEC YQL, our consolidated variable interest entity, Zhongwei, and the shareholders of Zhongwei are as follows: Agreements that Provide Us Effective Control over Zhongwei Our PRC Wholly Foreign Owned Entity, AEC YQL, has entered into the following agreements with Zhongwei and its shareholders. Equity Pledge Agreement Pursuant to the equity interest pledge agreement dated August 18, 2020, each shareholder of Zhongwei (collectively “Shareholder”) has pledged all of its equity interest in Zhongwei to guarantee the shareholder’s and Zhongwei’s performance of their obligations under the exclusive management consulting and service agreement, exclusive option agreement and power of attorney. If Zhongwei or any of its shareholders breaches their contractual obligations under these agreements, AEC YQL, as pledgee, will be entitled to dispose the pledged equity interest entirely or partially. Each of the shareholders of Zhongwei agrees that, during the term of the equity pledge agreement, it will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of AEC YQL. In addition, AEC YQL has the right to collect dividends generated by the pledged equity interest during the term of the pledge. The equity pledge agreement conforms to the validity period of the exclusive management consulting and service agreement Power of Attorney Pursuant to the power of attorney dated August 18, 2020, each shareholder of Zhongwei has irrevocably appointed AEC YQL to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including, but not limited to, voting on all matters of Zhongwei requiring shareholder approval, disposing of all or part of the shareholder’s equity interest in Zhongwei, oversee and review Zhongwei’s operation and financial information. AEC YQL is entitled to designate any person to act as such shareholder’s exclusive attorney-in-fact without notifying or the approval of such shareholder, and if required by PRC law, AEC YQL shall designate a PRC citizen to exercise such right. Each power of attorney will remain in force for so long as the Zhongwei exists. The shareholders of Zhongwei do not have the right to terminate this agreement or revoke the appointment of the attorney-in-fact without the prior written consent of AEC YQL Exclusive Management Consulting and Service Agreement Under the exclusive management consulting and service agreement between AEC YQL and Zhongwei dated August 18, 2020, AEC YQL has the exclusive right to provide Zhongwei with technical support, consulting services and other services. AEC YQL has the right to designate and appoint, at its sole discretion, any entities affiliated with the AEC YQL to provide any and all services. The service fees are calculated and paid on a yearly basis and at the amount that equals to 100% of the consolidated net profits of Zhongwei. AEC YQL may adjust the service fee at its discretion after taking into account multiple factors, such as the difficulty of the services provided, the time consumed, the content and commercial value of services provided and the market price of comparable services. AEC YQL owns the intellectual property rights arising out of the performance of this agreements. Zhongwei shall seek approval from AEC YQL prior to entering into any contracts obtaining the same or similar services as provided under the Exclusive Management Consulting and Service Agreement. This agreement will remain effective as long as Zhongwei exists, unless AEC YQL advance written notice to Zhongwei and its shareholders or upon the transfer of all the equity interest held by Zhongwei’s shareholders to AEC YQL and/or a third party designated by AEC YQL. 1. ORGANIZATION AND BUSINESS (continued) Agreements that Provide Us with the Option to Purchase the Equity Interest in Zhongwei Exclusive Option Agreement Pursuant to the exclusive option agreement dated August 18, 2020, each shareholder of Zhongwei has irrevocably granted AEC YQL an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of the shareholder’s equity interests in Zhongwei. The purchase price is equal to the lowest price allowable under PRC laws and regulations at the time of the transfer. Zhongwei has agreed that without AEC YQL’s prior written consent, Zhongwei shall cause the persons designated by AEC YQL to be the directors and executive officers of Zhongwei, not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into any material contract, merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders. The shareholders of Zhongwei have agreed that, without AEC YQL’s prior written consent, they will not dispose of their equity interests in Zhongwei or create or allow any encumbrance on their equity interests. Moreover, without AEC YQL’s prior written consent, no dividend will be distributed to Zhongwei’s shareholders, and if any of the shareholders receives any profit, interest, dividend or proceeds of share transfer or liquidation, the shareholder must give such profit, interest, dividend and proceeds to AEC YQL. These agreements will remain effective as long as Zhongwei exists unless AEC YQL advance written notice to Zhongwei and the shareholders or upon the transfer of all the equity interest held by the shareholders to AEC YQL and/or its designee. The Company has concluded that the Company is the primary beneficiary of Zhongwei and its subsidiaries, and should consolidate their financial statements. The Company is the primary beneficiary based on the Power of Attorney entered into as part of the VIE Agreements that each equity holder of Zhongwei assigned their rights as a shareholder of Zhongwei to AEC YQL. These rights include, but are not limited to, voting on all matters of Zhongwei requiring shareholder approval, disposing of all or part of the shareholder’s equity interest in Zhongwei, oversee and review Zhongwei’s operation and financial information. As such, the Company, through AEC YQL, is deemed to hold all of the voting equity interest in Zhongwei and its subsidiaries. For the periods presented, the Company has not provided any financial or other support to either Zhongwei or its subsidiaries. However, pursuant to the Exclusive Management Consulting and Services Agreement, the Company may provide complete technical support, consulting services and other services during the term of the VIE agreements. Though not explicit in the VIE agreements, the Company may provide financial support to Zhongwei and its subsidiaries to meet its working capital requirements and capitalization purposes. The terms of the VIE Agreements and the Company’s plan of financial support to the VIEs were considered in determining that the Company is the primary beneficiary of the VIEs. Accordingly, the financial statements of the VIEs are consolidated in the Company’s consolidated financial statements. 1. ORGANIZATION AND BUSINESS (continued) Based on the foregoing VIE Agreements, AEC YQL has effective 100% fully control of Zhongwei and its subsidiaries, which enables AEC YQL to receive all of their expected residual returns and absorb the expected losses of the VIE and its subsidiaries. Accordingly, the Company consolidates the accounts of Zhongwei and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, Consolidation. As of June 30, 2021, the Company’s corporate structure is as follows: Headquartered in New York with operations in the People’s Republic of China (“PRC”), the Company covers two market segments through two subsidiaries: (1) AEC New York capitalizes on the rising demand of middle-class families in China for quality education and work experiences in the United States (“US”) and delivers customized high school and college placement and career advisory services to Chinese students wishing to study in the US. Its advisory services include language training, college admission advisory, on-campus advisory, internship, and start-up advisory as well as student and family services. (2) AEC BVI delivers customized high school and college placement and career advisory services to Chinese students wishing to study in the U.S. Currently, the revenue of AEC Southern is generated from AEC Southern Shenzhen and Zhongwei. |