Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AMERICAN EDUCATION CENTER, INC. | ||
Entity Central Index Key | 1,626,556 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 11,991,500 | ||
Entity Common Stock, Shares Outstanding | 41,350,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,720,985 | $ 2,290,429 |
Accounts receivable, net of allowance for doubtful accounts of $249,527 and $63,000 at December 31, 2017 and 2016, respectively | 6,482,289 | 2,887,837 |
Prepaid expenses | 307,014 | 61,600 |
Total current assets | 9,510,288 | 5,239,866 |
Noncurrent assets: | ||
Deferred compensation | 2,016,668 | 3,315,001 |
Deferred income taxes | 25,641 | 97,936 |
Intangible asset, net | 442,588 | 578,769 |
Security deposits | 266,021 | 266,021 |
Total noncurrent assets | 2,750,918 | 4,257,727 |
TOTAL ASSETS | 12,261,206 | 9,497,593 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,070,001 | 3,452,231 |
Taxes payable | 775,220 | 511,355 |
Deferred revenue | 20,000 | 177,132 |
Advances from clients | 15,371 | 0 |
Loan from stockholders | 0 | 113,906 |
Total current liabilities | 4,880,592 | 4,254,624 |
Noncurrent liabilities: | ||
Deferred rent | 191,542 | 155,707 |
Long-term loan | 145,579 | 295,579 |
Total liabilities | 5,217,713 | 4,705,910 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; none issued | 500 | 0 |
Common stock, $0.001 par value; 180,000,000 shares authorized; 41,350,000 shares issued and outstanding at December 31, 2017 and December 31, 2016 | 41,350 | 41,350 |
Additional paid-in capital | 6,021,126 | 4,021,626 |
Retained earnings | 973,764 | 728,707 |
Accumulated other comprehensive income | 6,753 | 0 |
Total stockholders' equity | 7,043,493 | 4,791,683 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 12,261,206 | $ 9,497,593 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable (in dollars) | $ 249,527 | $ 63,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common Stock, Shares, Issued | 41,350,000 | 41,350,000 |
Common Stock, Shares, Outstanding | 41,350,000 | 41,350,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 25,798,115 | $ 13,674,475 |
Cost of revenues | 17,866,143 | 9,868,045 |
Gross profit | 7,931,972 | 3,806,430 |
Operating expenses: | ||
Selling and marketing | 3,678,568 | 821,067 |
General and administrative | 3,655,600 | 2,045,824 |
Total operating expenses | 7,334,168 | 2,866,891 |
Income from operations | 597,804 | 939,539 |
Other income | 237 | (4,264) |
Income before provision for income taxes | 598,041 | 935,275 |
Provision for income taxes | 352,984 | 215,717 |
Net income | 245,057 | 719,558 |
Other comprehensive income | ||
Foreign currency translation gain | 6,753 | 0 |
Comprehensive income | $ 251,810 | $ 719,558 |
Earnings per share - basic and diluted | $ 0.01 | $ 0.02 |
Weighted average shares outstanding, basic and diluted | 41,350,000 | 32,042,704 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2015 | $ 253,325 | $ 30,000 | $ 0 | $ 214,176 | $ 9,149 | $ 0 |
Balance (in shares) at Dec. 31, 2015 | 30,000,000 | 0 | ||||
Issuance of common stock for services | 95,500 | $ 2,350 | $ 0 | 93,150 | 0 | 0 |
Issuance of common stock for services (in shares) | 2,350,000 | 0 | ||||
Issuance of common stock for employee compensation | 3,723,300 | $ 9,000 | $ 0 | 3,714,300 | 0 | 0 |
Issuance of common stock for employee compensation (in shares) | 9,000,000 | 0 | ||||
Net income | 719,558 | $ 0 | $ 0 | 0 | 719,558 | 0 |
Foreign currency translation gain | 0 | |||||
Balance at Dec. 31, 2016 | 4,791,683 | $ 41,350 | $ 0 | 4,021,626 | 728,707 | 0 |
Balance (in shares) at Dec. 31, 2016 | 41,350,000 | 0 | ||||
Net income | 245,057 | $ 0 | $ 0 | 0 | 245,057 | 0 |
Sale of preferred stock, at $0.001 per share | 2,000,000 | $ 0 | $ 500 | 1,999,500 | 0 | 0 |
Sale of preferred stock, at $0.001 per share (in shares) | 0 | 500,000 | ||||
Foreign currency translation gain | 6,753 | $ 0 | 0 | 0 | 6,753 | |
Balance at Dec. 31, 2017 | $ 7,043,493 | $ 41,350 | $ 500 | $ 6,021,126 | $ 973,764 | $ 6,753 |
Balance (in shares) at Dec. 31, 2017 | 41,350,000 | 500,000 |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2017 | Jun. 30, 2016 |
Shares Issued, Price Per Share | $ 0.001 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 245,057 | $ 719,558 |
Adjustments to reconcile net income to net cash (Used in) provided by operating activities: | ||
Deferred tax provision (benefit) | 72,295 | (97,936) |
Deferred rent expense | 35,835 | 51,512 |
Deferred compensation | 1,298,333 | 0 |
Stock issued for services | 0 | 95,500 |
Stock issued to employees | 0 | 428,160 |
Provision for doubtful accounts | 78,000 | 332,050 |
Amortization expense | 136,181 | 34,045 |
Change in operating assets and liabilities: | ||
(Increase) in accounts receivable | (3,672,452) | (2,105,607) |
(Increase) decrease in prepaid expenses | (245,414) | 34,400 |
Increase in accounts payable and accrued expenses | 617,770 | 2,458,444 |
Increase in taxes payable | 263,865 | 294,543 |
(Decrease) in deferred revenue | (157,132) | (376,492) |
Increase (decrease) in advances from clients | 15,371 | (63,679) |
Net cash (used in) provided by operating activities | (1,312,291) | 1,804,498 |
Cash flows from investing activities: | ||
Purchase of intangible assets | 0 | (612,814) |
Net cash used in investing activities | 0 | (612,814) |
Cash flows from financing activities: | ||
(Repayment) borrowing of loan from stockholder | (113,906) | 4,990 |
(Repayment) of long-term loan | (150,000) | |
Proceeds from issuance of preferred stock | 2,000,000 | 0 |
Net cash provided by financing activities | 1,736,094 | 4,990 |
Effect of exchange rates changes on cash | 6,753 | 0 |
Net change in cash | 430,556 | 1,196,674 |
Cash at beginning of year | 2,290,429 | 1,093,755 |
Cash at end of year | 2,720,985 | 2,290,429 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 16,823 | 0 |
Cash paid for interest | $ 27,493 | $ 37,976 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ORGANIZATION AND BUSINESS American Education Center, Inc. (“AEC New York”) is a New York Corporation organized on November 8, 1999 and is licensed by the Education 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 (“AEC Nevada”) in the State of Nevada with the same name. On May 31, 2014, the President and then sole shareholder of AEC New York exchanged his 200 10,563,000 On October 31, 2016, the Company completed an acquisition transaction through a share exchange with two stockholders of AEC Southern Management Co., Ltd. (“AEC Southern UK”), a company incorporated in December 2015 with a registered capital of 10,000 100 1,500,000 210,000 51 49 AEC Southern UK holds 100 10,000 100 5,000,000 Headquartered in New York with operations in PRC (People’s Republic of China), the Company covers two market segments: (1) AEC New York capitalizes on the rising demand from the middle-class families in China for quality education and working experience in the United States (“US”). It 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 Southern UK delivers customized corporate training and advisory services to corporate clients in China in the food industry on subjects such as human resource management, organizational management, and information on local food safety regulations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim Cash consists of all cash balances and liquid investments with an original maturity of three months or less to be cash equivalents. Accounts receivable are carried at net realizable value. The Company maintains an allowance for doubtful account, periodically evaluates its accounts receivable balances and makes general and/or specific allowances when there is doubt as to their collectability. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances, customers’ historical payment history, their current credit-worthiness and current economic trends. Accounts receivable are written off against the allowance only after exhaustive collection efforts. At December 31, 2017 and 2016, the allowance for doubtful accounts was $ 249,527 63,000 The Company’s functional currency is US dollars. The company has one bank account located in the PRC. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statements of changes in stockholders’ equity. Gain and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive income. Revenue is recorded pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “ Revenue Recognition AEC New York delivers customized high school and college placement, career advisory as well as student and family services. Fees related to such advisory services are generally paid to the Company in advance and they are recorded as deferred revenue. Revenues are recognized proportionally as services are rendered or upon completion. AEC Southern UK delivers customized corporate training and advisory services. It receives monthly non-refundable retainer payments and recognizes revenue when services are rendered. The Company’s finite-lived intangible asset consists of a customized online campus system that was acquired from a third party. The system is used to provide online training for career advisory services and corporate training and advisory services. The asset was recorded at cost on the acquisition date and is amortized on a straight-line basis over its economic useful life. The Company reviews its finite-lived intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset to be held and used is measured by a comparison of the carrying amount of an asset to its undiscounted future net cash flows expected to be generated by the asset. If such asset is not recoverable, a potential impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. Fair value is generally determined using a discounted cash flow approach. The Company uses the fair value-based method for stock issued for services rendered and therefore all awards to employees and non-employees will be recorded at the market price on the date of the grant and expensed over the required period of services to be rendered. The fair value of stock options issued to third party consultants and to employees, officers and directors are recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “ Equity-Based Payments to Non-Employees Compensation Stock Based Compensation The options are valued using the Black-Scholes valuation model. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the expected term of the awards, and actual and projected stock option and warrant exercise behaviors and forfeitures. The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes, ASC 740 also addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. At December 31, 2017 and 2016, the Company does not have a liability for any unrecognized tax benefits. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: The Company is subject to corporate income tax in the US at 34 United Kingdom (“UK”) AEC Southern UK was incorporated in the United Kingdom and is governed by the income tax laws of England and Wales. According to current England and Wales income tax law, the applicable income tax rate for AEC Southern UK is 20 Hong Kong AEC Southern HK was formed in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. The People's Republic of China (“PRC”) AEC Southern Shenzhen was incorporated in the PRC. Pursuant to the income tax laws of China, the Company is not subject to tax on non-China source income. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. FASB ASC 820, “ Fair Value Measurement Level 1 Inputs Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Non-derivative financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, taxes payable, and loan from stockholders. At December 31, 2017 and 2016, the carrying values of these financial instruments approximated their fair values due to their short-term nature The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Earnings (loss) per share is calculated in accordance with FASB ASC 260, “ Earnings Per Share |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | RECENTLY ISSUED ACCOUNTING STANDARDS In May 2014, the FASB issued Accounting Standards Update (the “ASU”) No. 2014-09, " Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers In April 2016, FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In May 2016, FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In February 2016, the FASB issued ASU 2016-02, “ Leases ” In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. The objective is to identity, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas apply only to nonpublic entities. For public business entities, the ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The adoption of ASU 2016-09 did not impact our consolidated financial statements. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The adoption of this ASU is not expected to have a material effect on its consolidated financial statements. In August 2016, the FASB has issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company expects that the adoption of this ASU would not have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. |
CONCENTRATION OF CREDIT AND BUS
CONCENTRATION OF CREDIT AND BUSINESS RISK | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 4. CONCENTRATION OF CREDIT AND BUSINESS RISK The Company maintains its cash accounts at three commercial banks in the US and one commercial bank in the PRC and Hong Kong, respectively. The Federal Deposit Insurance Corporation covers funds held in US banks and it insures $250,000 per bank for the total of all depository accounts. The Hong Kong Deposit Protection Board covers funds held in HK banks and it insures HK$500,000 per bank for the total of all depository accounts. Fund held in the PRC bank is covered by Deposit Insurance Ordinance (index: 000014349/2015-00031) that insures CNY¥500,000 for the total of all depository accounts. At December 31, 2017, the Company’s US bank accounts had cash balances in excess of federally insured limits of approximately $1,694,668. The Company performs ongoing evaluation of its financial institutions to limit its concentration of risk exposure. Management believes this risk is not significant due to the financial strength of the financial institutions utilized by the Company. 2017 Gross Percentage Accounts Percentage Customer 1 $ 13,679,638 53.0 % $ 4,006,836 61.8 % Customer 2 3,942,625 15.3 % 566,755 8.7 % Customer 3 2,981,523 11.6 % 480,460 7.4 % 2016 Gross Percentage Accounts Percentage Customer 1 $ 2,877,000 21.0 % $ 471,000 15.5 % Customer 2 4,850,000 35.5 % 1,349,000 44.4 % |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | SEGMENT REPORTING Operating segments have been determined on the basis of reports reviewed by Chief Executive Officer (CEO) who is the chief operating decision maker of the Company. The CEO considers the business from a geographic perspective and assesses performance and allocates resources on this basis. The reportable segments are as follows: The Company has two operating segments: AEC New York and AEC Southern UK. ⋅ AEC New York delivers placement, career and other advisory services. Its advisory services include language training, admission advisory, on-campus advisory, internship and start-up advisory as well as other advisory services. ⋅ AEC Southern UK delivers customized corporate training and advisory services to corporate clients in China in the food industry to help them comply with local food safety regulations and standards. For the year ended December 31, 2017 AEC New York AEC Southern UK Total Segment revenue: Corporate training & advisory $ - $ 16,661,161 $ 16,661,161 Placement advisory 757,640 - 757,640 Career advisory 4,356,460 - 4,356,460 Student & Family advisory 3,922,120 - 3,922,120 Other advisory 100,734 - 100,734 Total revenue $ 9,136,954 $ 16,661,161 $ 25,798,115 Gross profit $ 2,551,904 $ 5,380,068 $ 7,931,972 For the year ended December 31, 2016 AEC New York AEC Southern UK Total Segment revenue: Corporate training & advisory $ - $ 6,050,000 $ 6,050,000 Placement advisory 1,228,028 - 1,228,028 Career advisory 2,483,194 - 2,483,194 Student & Family advisory 3,913,253 - 3,913,253 Total revenue $ 7,624,475 $ 6,050,000 $ 13,674,475 Gross profit $ 1,923,487 $ 1,882,943 $ 3,806,430 Year ended December 31, 2017 AEC New York AEC Southern UK Total Segment assets and liabilities Segment assets $ 5,008,678 $ 7,252,528 $ 12,261,206 Segment liabilities $ 2,483,435 $ 2,734,279 $ 5,217,713 Year ended December 31, 2016 AEC New York AEC Southern UK Total Segment assets and liabilities: Segment assets $ 2,878,133 $ 6,619,460 $ 9,497,593 Segment liabilities $ 2,925,200 $ 1,780,710 $ 4,705,910 |
DEFERRED COMPENSATION
DEFERRED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | DEFERRED COMPENSATION On October 31, 2016, 1,500,000 0.14 210,000 On December 31, 2016, 6,000,000 0.55 3,116,667 2,016,668 Year Ending December 31, 2018 $ 1,100,000 2019 916,668 Total $ 2,016,668 Stock compensation expense was $ 1,330,331 194,999 |
SECURITY DEPOSITS
SECURITY DEPOSITS | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | 7. SECURITY DEPOSITS The Company has security deposits with the landlord for its New York office of $266,021 as of December 31, 2017 and 2016. |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSET, NET The Company’s customized online campus system is being amortized on a straight-line basis over four and a half years. December 31, 2017 2016 Intangible asset $ 612,814 $ 612,814 Less: accumulated amortization (170,226) (34,045) Intangible asset - net $ 442,588 $ 578,769 For the year ended December 31, 2017 and 2016, amortization expense was $ 136,181 34,045 Year Ending December 31, 2018 $ 136,181 2019 136,181 2020 136,181 2021 34,045 Total $ 442,588 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue Disclosure [Text Block] | 9. DEFERRED REVENUE The Company receives advance payments for services to be performed and recognizes revenue when services have been rendered. The deferred revenue at December 31, 2017 and 2016 were $ 20,000 177,132 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. RELATED-PARTY TRANSACTIONS The loan from stockholders of $ 0 113,906 The Company’s CEO has a 34 0 21,500 The Company prepaid CIC $82,500 for 2018 student consulting services. 0 275,000 The Company’s CEO has a 40 372 110,000 |
LONG-TERM LOAN
LONG-TERM LOAN | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 11. LONG-TERM LOAN On December 1, 2014, an unrelated party loaned the Company $ 295,579 10 27,493 29,556 150,000 |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LEASE COMMITMENTS In December 2014, the Company entered into a lease for office space with an unrelated party, expiring on July 31, 2025 34,066 250,000 283,781 178,000 Year Ending December 31, Gross Lease 2018 $ 378,862 2019 388,333 2020 418,604 2021 439,350 2022 and thereafter 1,666,383 Total $ 3,291,532 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 13. Income taxes December 31, 2017 2016 Net operating loss carryforwards - 138,654 Allowance for bad debt 63,441 28,350 Accelerated depreciation (37,800) 12,150 Subtotal 25,641 179,154 Allowance - (81,218) Deferred tax asset 25,641 97,936 For the year ended December 31, 2017 2016 Current: Federal $ 177,888 $ (21,534) State 102,801 3,000 Foreign (0) 332,187 Total current 280,689 313,653 Deferred: Federal 54,241 (62,068) State 18,054 (35,868) Foreign - - Total deferred 72,295 (97,936) Total $ 352,984 $ 215,717 The Company conducts business globally and, as a result, files income tax returns in the US federal jurisdiction, state and city, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including jurisdictions in the US and UK. The Company is subject to income tax examinations of US federal, state, and city for 2016, 2015 and 2014 tax years and in the UK for 2016. The Company is not currently under examination nor has it been notified by the authorities. December 31, 2017 2016 Tax at federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 10.8 4.4 Tax impact of foreign operations - (19.7) Non-deductible/ non-taxable items - 13.6 Net operating loss carryforwards - (10.0) Changes in tax reserves 11.6 - Others 0.8 Total 56.4 % 23.1 % |
ISSUANCE OF COMMON STOCK
ISSUANCE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. ISSUANCE OF COMMON STOCK In June 2016, the Company issued 1,550,000 0.01 800,000 0.10 95,500 0 On October 31, 2016, the Company issued 1,500,000 0.14 229,861 On October 31, 2016, the Company issued 1,500,000 0.14 11,666 On December 31, 2016, the Company entered into an agreement to issue 6,000,000 0.55 183,333 4,000,000 2,000,000 20,000,000 2,000,000 20,000,000 The Company didn’t grant any common stock during the year ended December 31, 2017. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 15. STOCK OPTIONS On June 30, 2016, the Company approved the issuance of non-qualified stock options for the purchase of 1,500,000 500,000 1.00 500,000 June 30, 2023 2.00 500,000 June 30, 2024 3.00 The Company didn’t grant any options during the year ended December 31, 2017. Shares Weighted Weighted- Aggregate Outstanding at December 31, 2016 3,200,000 $ 2.45 6.87 years $ - Granted - - - - Exercised - - - - Cancelled and expired - - - - Forfeited - - - - Outstanding at December 31, 2017 3,200,000 $ 2.45 5.87 years $ - Vested and expected to vest at December 31, 2017 1,203,333 $ 1.32 4.54 years $ - Exercisable at December 31, 2017 1,203,333 $ 1.32 4.54 years $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. There were no options exercised during the December 31, 2017 and 2016. There was no compensation expense related to all the above options because the value ascribed to these options was not material. |
SERIES A CONVERTIBLE PREFERRED
SERIES A CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Series A Convertible Preferred Stock [Member] | |
Preferred Stock [Text Block] | 16. SERIES A CONVERTIBLE PREFERRED STOCK On October 30, 2017, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with China Cultural Finance Holdings Company Limited, a British Virgin Islands corporation (the “Purchaser”) pursuant to which the Company will issue 500,000 0.001 4 2,000,000 On November 3, 2017, the Company designated and issued to the Purchaser, 500,000 20,000,000 0.001 Pursuant to the Share Purchase Agreement, the Company will use its commercially reasonable efforts to apply to be listed on the NASDAQ Capital Market or such other national securities exchange as is reasonably acceptable to the Purchaser (the “National Exchanges”), so that the Company’s common stock (the “Common Stock”) will commence trading on one of the National Exchanges (the “Uplisting”) within 365 days after the Closing Date (the “Uplisting Deadline”). Each and every outstanding shares of Preferred Stock will automatically convert, without the payment of additional consideration by the holder thereof (the “Mandatory Conversion”) if and when Uplisting occurs (the “Mandatory Conversion Commencement”), into fully paid and non-assessable shares of Common Stock, at a conversion price which shall be the lesser of (i) $4.00 or (ii) 90% of the offering price in the occurrence of a secondary public offering of the Company’s Common Stock pursuant to a registration statement on Form S-1 (the “Conversion Price”). The Conversion Price will be subject to adjustment in the event of reorganization, reclassification, consolidation or merger. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. SUBSEQUENT EVENTS The Company’s management has performed subsequent events procedures through April 17, 2018, which is the date the consolidated financial statements were available to be issued. There were no subsequent events requiring adjustment to or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation and Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Cash consists of all cash balances and liquid investments with an original maturity of three months or less to be cash equivalents. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are carried at net realizable value. The Company maintains an allowance for doubtful account, periodically evaluates its accounts receivable balances and makes general and/or specific allowances when there is doubt as to their collectability. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances, customers’ historical payment history, their current credit-worthiness and current economic trends. Accounts receivable are written off against the allowance only after exhaustive collection efforts. At December 31, 2017 and 2016, the allowance for doubtful accounts was $ 249,527 63,000 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company’s functional currency is US dollars. The company has one bank account located in the PRC. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statements of changes in stockholders’ equity. Gain and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive income. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recorded pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “ Revenue Recognition AEC New York delivers customized high school and college placement, career advisory as well as student and family services. Fees related to such advisory services are generally paid to the Company in advance and they are recorded as deferred revenue. Revenues are recognized proportionally as services are rendered or upon completion. AEC Southern UK delivers customized corporate training and advisory services. It receives monthly non-refundable retainer payments and recognizes revenue when services are rendered. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Asset The Company’s finite-lived intangible asset consists of a customized online campus system that was acquired from a third party. The system is used to provide online training for career advisory services and corporate training and advisory services. The asset was recorded at cost on the acquisition date and is amortized on a straight-line basis over its economic useful life. The Company reviews its finite-lived intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset to be held and used is measured by a comparison of the carrying amount of an asset to its undiscounted future net cash flows expected to be generated by the asset. If such asset is not recoverable, a potential impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. Fair value is generally determined using a discounted cash flow approach. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company uses the fair value-based method for stock issued for services rendered and therefore all awards to employees and non-employees will be recorded at the market price on the date of the grant and expensed over the required period of services to be rendered. The fair value of stock options issued to third party consultants and to employees, officers and directors are recorded in accordance with the measurement and recognition criteria of FASB ASC 505-50, “ Equity-Based Payments to Non-Employees Compensation Stock Based Compensation The options are valued using the Black-Scholes valuation model. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the expected term of the awards, and actual and projected stock option and warrant exercise behaviors and forfeitures. |
Income Tax, Policy [Policy Text Block] | The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes, ASC 740 also addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. At December 31, 2017 and 2016, the Company does not have a liability for any unrecognized tax benefits. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: The Company is subject to corporate income tax in the US at 34 United Kingdom (“UK”) AEC Southern UK was incorporated in the United Kingdom and is governed by the income tax laws of England and Wales. According to current England and Wales income tax law, the applicable income tax rate for AEC Southern UK is 20 Hong Kong AEC Southern HK was formed in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. The People's Republic of China (“PRC”) AEC Southern Shenzhen was incorporated in the PRC. Pursuant to the income tax laws of China, the Company is not subject to tax on non-China source income. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements FASB ASC 820, “ Fair Value Measurement Level 1 Inputs Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Non-derivative financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, taxes payable, and loan from stockholders. At December 31, 2017 and 2016, the carrying values of these financial instruments approximated their fair values due to their short-term nature |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Earnings (loss) per share is calculated in accordance with FASB ASC 260, “ Earnings Per Share |
CONCENTRATION OF CREDIT AND B26
CONCENTRATION OF CREDIT AND BUSINESS RISK (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The following table represents major customers that individually accounted for more than 10% of the Company’s gross revenue for the years ended December 31, 2017 and 2016: 2017 Gross Percentage Accounts Percentage Customer 1 $ 13,679,638 53.0 % $ 4,006,836 61.8 % Customer 2 3,942,625 15.3 % 566,755 8.7 % Customer 3 2,981,523 11.6 % 480,460 7.4 % 2016 Gross Percentage Accounts Percentage Customer 1 $ 2,877,000 21.0 % $ 471,000 15.5 % Customer 2 4,850,000 35.5 % 1,349,000 44.4 % |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Revenues from external customers, gross profit, segment assets and liabilities for each business are as follows: For the year ended December 31, 2017 AEC New York AEC Southern UK Total Segment revenue: Corporate training & advisory $ - $ 16,661,161 $ 16,661,161 Placement advisory 757,640 - 757,640 Career advisory 4,356,460 - 4,356,460 Student & Family advisory 3,922,120 - 3,922,120 Other advisory 100,734 - 100,734 Total revenue $ 9,136,954 $ 16,661,161 $ 25,798,115 Gross profit $ 2,551,904 $ 5,380,068 $ 7,931,972 For the year ended December 31, 2016 AEC New York AEC Southern UK Total Segment revenue: Corporate training & advisory $ - $ 6,050,000 $ 6,050,000 Placement advisory 1,228,028 - 1,228,028 Career advisory 2,483,194 - 2,483,194 Student & Family advisory 3,913,253 - 3,913,253 Total revenue $ 7,624,475 $ 6,050,000 $ 13,674,475 Gross profit $ 1,923,487 $ 1,882,943 $ 3,806,430 Year ended December 31, 2017 AEC New York AEC Southern UK Total Segment assets and liabilities Segment assets $ 5,008,678 $ 7,252,528 $ 12,261,206 Segment liabilities $ 2,483,435 $ 2,734,279 $ 5,217,713 Year ended December 31, 2016 AEC New York AEC Southern UK Total Segment assets and liabilities: Segment assets $ 2,878,133 $ 6,619,460 $ 9,497,593 Segment liabilities $ 2,925,200 $ 1,780,710 $ 4,705,910 |
DEFERRED COMPENSATION (Tables)
DEFERRED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Deferred Compensation Future Amortization Expense [Table Text Block] | Future amortization of the deferred compensation is as follows: Year Ending December 31, 2018 $ 1,100,000 2019 916,668 Total $ 2,016,668 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amount and accumulated amortization of this asset as of December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Intangible asset $ 612,814 $ 612,814 Less: accumulated amortization (170,226) (34,045) Intangible asset - net $ 442,588 $ 578,769 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table is the future amortization expense to be recognized: Year Ending December 31, 2018 $ 136,181 2019 136,181 2020 136,181 2021 34,045 Total $ 442,588 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Future minimum lease commitments are as follows: Year Ending December 31, Gross Lease 2018 $ 378,862 2019 388,333 2020 418,604 2021 439,350 2022 and thereafter 1,666,383 Total $ 3,291,532 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Operating Loss Carryforwards [Table Text Block] | The component of deferred tax assets at December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Net operating loss carryforwards - 138,654 Allowance for bad debt 63,441 28,350 Accelerated depreciation (37,800) 12,150 Subtotal 25,641 179,154 Allowance - (81,218) Deferred tax asset 25,641 97,936 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The provision for income taxes for the year ended December 31, 2017 and 2016 are as follows: For the year ended December 31, 2017 2016 Current: Federal $ 177,888 $ (21,534) State 102,801 3,000 Foreign (0) 332,187 Total current 280,689 313,653 Deferred: Federal 54,241 (62,068) State 18,054 (35,868) Foreign - - Total deferred 72,295 (97,936) Total $ 352,984 $ 215,717 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the provision for income taxes, with the amount computed by applying the statutory federal income tax rate for the year ended December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Tax at federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 10.8 4.4 Tax impact of foreign operations - (19.7) Non-deductible/ non-taxable items - 13.6 Net operating loss carryforwards - (10.0) Changes in tax reserves 11.6 - Others 0.8 Total 56.4 % 23.1 % |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of stock option activity: Shares Weighted Weighted- Aggregate Outstanding at December 31, 2016 3,200,000 $ 2.45 6.87 years $ - Granted - - - - Exercised - - - - Cancelled and expired - - - - Forfeited - - - - Outstanding at December 31, 2017 3,200,000 $ 2.45 5.87 years $ - Vested and expected to vest at December 31, 2017 1,203,333 $ 1.32 4.54 years $ - Exercisable at December 31, 2017 1,203,333 $ 1.32 4.54 years $ - |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) | 1 Months Ended | ||||||
Oct. 31, 2016USD ($)shares | May 31, 2014shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 29, 2016CNY (¥) | Dec. 31, 2015GBP (£) | Dec. 29, 2015HKD ($) | |
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Common Stock, Value, Issued | $ | $ 41,350 | $ 41,350 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,500,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ | $ 210,000 | ||||||
Rongxia Wang [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||
Ye Tian [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||
AEC New York [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Shares Exchanged By Shareholder | shares | 200 | ||||||
AEC Nevada [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Shares Exchanged By Shareholder | shares | 10,563,000 | ||||||
AEC Southern Management Co [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Acquisition, Capital of Acquired Entity on Incorporation | £ | £ 10,000 | ||||||
AEC Southern Management Co [Member] | Capital Units [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Common Stock, Value, Issued | $ | $ 10,000 | ||||||
Qianhai Education Consulting Management Co., Ltd [Member] | Capital Units [Member] | |||||||
ORGANIZATION AND BUSINESS [Line Items] | |||||||
Common Stock, Value, Issued | ¥ | ¥ 5,000,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Allowance for Doubtful Accounts Receivable | $ 249,527 | $ 63,000 |
UNITED STATES | ||
Significant Accounting Policies [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
UNITED KINGDOM | ||
Significant Accounting Policies [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 20.00% |
CONCENTRATION OF CREDIT AND B35
CONCENTRATION OF CREDIT AND BUSINESS RISK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Gross Revenue | $ 25,798,115 | $ 13,674,475 |
Customer 1 [Member] | Sales Revenue, Services, Net [Member] | ||
Gross Revenue | $ 13,679,638 | $ 2,877,000 |
Percentage | 53.00% | 21.00% |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Percentage | 61.80% | 15.50% |
Accounts Receivable | $ 4,006,836 | $ 471,000 |
Customer 2 [Member] | Sales Revenue, Services, Net [Member] | ||
Gross Revenue | $ 3,942,625 | $ 4,850,000 |
Percentage | 15.30% | 35.50% |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Percentage | 8.70% | 44.40% |
Accounts Receivable | $ 566,755 | $ 1,349,000 |
Customer 3 [Member] | Sales Revenue, Services, Net [Member] | ||
Gross Revenue | $ 2,981,523 | |
Percentage | 11.60% | |
Customer 3 [Member] | Accounts Receivable [Member] | ||
Percentage | 7.40% | |
Accounts Receivable | $ 480,460 |
CONCENTRATION OF CREDIT AND B36
CONCENTRATION OF CREDIT AND BUSINESS RISK (Details Textual) | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016 | Dec. 31, 2017HKD ($) | Dec. 31, 2017CNY (¥) | |
Cash, FDIC Insured Amount | $ 250,000 | |||
Cash, Uninsured Amount | $ 1,694,668 | |||
Cash, HKDP Insured Amount | $ 500,000 | |||
Cash, DIO Insured Amount | ¥ | ¥ 500,000 | |||
Sales Revenue Gross [Member] | ||||
Concentration Risk, Percentage | 10.00% | 10.00% |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment revenue: | ||
Total revenue | $ 25,798,115 | $ 13,674,475 |
Gross profit | 7,931,972 | 3,806,430 |
Segment assets and liabilities | ||
Segment assets | 12,261,206 | 9,497,593 |
Segment liabilities | 5,217,713 | 4,705,910 |
UNITED STATES | ||
Segment revenue: | ||
Total revenue | 9,136,954 | 7,624,475 |
Gross profit | 2,551,904 | 1,923,487 |
Segment assets and liabilities | ||
Segment assets | 5,008,678 | 2,878,133 |
Segment liabilities | 2,483,435 | 2,925,200 |
UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | 16,661,161 | 6,050,000 |
Gross profit | 5,380,068 | 1,882,943 |
Segment assets and liabilities | ||
Segment assets | 7,252,528 | 6,619,460 |
Segment liabilities | 2,734,279 | 1,780,710 |
Placement Advisory Services [Member] | ||
Segment revenue: | ||
Total revenue | 757,640 | 1,228,028 |
Placement Advisory Services [Member] | UNITED STATES | ||
Segment revenue: | ||
Total revenue | 757,640 | 1,228,028 |
Placement Advisory Services [Member] | UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | 0 | 0 |
Career Advisory Services [Member] | ||
Segment revenue: | ||
Total revenue | 4,356,460 | 2,483,194 |
Career Advisory Services [Member] | UNITED STATES | ||
Segment revenue: | ||
Total revenue | 4,356,460 | 2,483,194 |
Career Advisory Services [Member] | UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | 0 | 0 |
Corporate training & advisory Services [Member] | ||
Segment revenue: | ||
Total revenue | 16,661,161 | 6,050,000 |
Corporate training & advisory Services [Member] | UNITED STATES | ||
Segment revenue: | ||
Total revenue | 0 | 0 |
Corporate training & advisory Services [Member] | UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | 16,661,161 | 6,050,000 |
Student And Family Advisory Services [Member] | ||
Segment revenue: | ||
Total revenue | 3,922,120 | 3,913,253 |
Student And Family Advisory Services [Member] | UNITED STATES | ||
Segment revenue: | ||
Total revenue | 3,922,120 | 3,913,253 |
Student And Family Advisory Services [Member] | UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | 0 | $ 0 |
Other advisory [Member] | ||
Segment revenue: | ||
Total revenue | 100,734 | |
Other advisory [Member] | UNITED STATES | ||
Segment revenue: | ||
Total revenue | 100,734 | |
Other advisory [Member] | UNITED KINGDOM | ||
Segment revenue: | ||
Total revenue | $ 0 |
DEFERRED COMPENSATION (Details)
DEFERRED COMPENSATION (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 1,100,000 |
2,019 | 916,668 |
Total | $ 2,016,668 |
DEFERRED COMPENSATION (Details
DEFERRED COMPENSATION (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Allocated Share-based Compensation Expense | $ 1,330,331 | $ 194,999 | |
Deferred Compensation Equity | 2,016,668 | ||
AEC Southern Management Co., Ltd. [Member] | Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Shares Issued | 1,500,000 | ||
Share Price | $ 0.14 | ||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 210,000 | ||
AEC Southern Management Co., Ltd. [Member] | Board of Directors Chairman [Member] | |||
Deferred Compensation Arrangement with Individual, Shares Issued | 6,000,000 | ||
Share Price | $ 0.55 | ||
Deferred Compensation Equity | $ 2,016,668 | $ 3,116,667 |
SECURITY DEPOSITS (Details Text
SECURITY DEPOSITS (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Security Deposits [Line Items] | ||
Deposits Assets, Noncurrent | $ 266,021 | $ 266,021 |
INTANGIBLE ASSET, NET (Details)
INTANGIBLE ASSET, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible asset | $ 612,814 | $ 612,814 |
Less: accumulated amortization | (170,226) | (34,045) |
Intangible asset - net | $ 442,588 | $ 578,769 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 136,181 | |
2,019 | 136,181 | |
2,020 | 136,181 | |
2,021 | 34,045 | |
Total | $ 442,588 | $ 578,769 |
INTANGIBLE ASSET, NET (Detail43
INTANGIBLE ASSET, NET (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of Intangible Assets | $ 136,181 | $ 34,045 |
DEFERRED REVENUE (Details Textu
DEFERRED REVENUE (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue, Current | $ 20,000 | $ 177,132 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 0 | $ 113,906 |
Columbia International College, Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Rate | 34.00% | |
Payments for Fees | $ 0 | 21,500 |
Technology Services Costs | 0 | 275,000 |
Columbia International College, Inc [Member] | 2018 student consulting services [Member] | ||
Related Party Transaction [Line Items] | ||
Prepaid Expense | 82,500 | |
Wall Street Innovation Center, Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | $ 372 | $ 110,000 |
Related Party Transaction, Rate | 40.00% |
LONG-TERM LOAN (Details Textual
LONG-TERM LOAN (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2014 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | $ 145,579 | $ 295,579 | $ 295,579 |
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Interest Expense, Debt | 27,493 | 29,556 | |
Repayments of Long-term Debt | $ 150,000 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 378,862 |
2,019 | 388,333 |
2,020 | 418,604 |
2,021 | 439,350 |
2022 and thereafter | 1,666,383 |
Total | $ 3,291,532 |
LEASE COMMITMENTS (Details Text
LEASE COMMITMENTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leased Assets [Line Items] | ||||
Straight Line Rent | $ 34,066 | |||
Sublease Two [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense, Sublease Rentals | $ 250,000 | |||
Unrelated Party [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 283,781 | $ 178,000 | ||
Lease Expiration Date | Jul. 31, 2025 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 0 | $ 138,654 |
Allowance for bad debt | 63,441 | 28,350 |
Accelerated depreciation | (37,800) | 12,150 |
Subtotal | 25,641 | 179,154 |
Allowance | 0 | (81,218) |
Deferred tax asset | $ 25,641 | $ 97,936 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 177,888 | $ (21,534) |
State | 102,801 | 3,000 |
Foreign | 0 | 332,187 |
Total current | 280,689 | 313,653 |
Deferred: | ||
Federal | 54,241 | (62,068) |
State | 18,054 | (35,868) |
Foreign | 0 | 0 |
Total deferred | 72,295 | (97,936) |
Total | $ 352,984 | $ 215,717 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Tax at federal statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 10.80% | 4.40% |
Tax impact of foreign operations | 0.00% | (19.70%) |
Non-deductible/ non-taxable items | 0.00% | 13.60% |
Net operating loss carryforwards | 0.00% | (10.00%) |
Changes in tax reserves | 11.60% | 0.00% |
Others | 0.80% | |
Total | 56.40% | 23.10% |
ISSUANCE OF COMMON STOCK (Detai
ISSUANCE OF COMMON STOCK (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2016 | Sep. 29, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,550,000 | |||||
Shares Issued, Price Per Share | $ 0.01 | $ 0.001 | ||||
Share-based Compensation | $ 0 | $ 428,160 | ||||
AEC Southern Management Co., Ltd. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||
Shares Issued, Price Per Share | $ 0.14 | |||||
Share-based Compensation | $ 229,861 | |||||
AEC Southern Management Co., Ltd. [Member] | Chief Executive Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||
Shares Issued, Price Per Share | $ 0.14 | |||||
Share-based Compensation | $ 11,666 | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 1,500,000 | |||||
AEC Southern Management Co., Ltd. [Member] | Board of Directors Chairman [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | |||||
Shares Issued, Price Per Share | $ 0.55 | |||||
Share-based Compensation | $ 183,333 | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 6,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
AEC Southern Management Co., Ltd. [Member] | Board of Directors Chairman [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||||
Issue of Incentive Shares, Minimum Revenue Milestone | $ 20,000,000 | |||||
AEC Southern Management Co., Ltd. [Member] | Board of Directors Chairman [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||||
Issue of Incentive Shares, Minimum Revenue Milestone | $ 20,000,000 | |||||
Consulting Services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 800,000 | |||||
Shares Issued, Price Per Share | $ 0.10 | |||||
Common Stock [Member] | Consulting Services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share-based Compensation | $ 95,500 | $ 0 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at Beginning | 3,200,000 | |
Shares, Granted | 0 | |
Shares, Exercised | 0 | |
Shares, Cancelled and expired | 0 | |
Shares, Forfeited | 0 | |
Shares, Outstanding at Ending | 3,200,000 | 3,200,000 |
Shares, Vested and expected to vest at December 31, 2017 | 1,203,333 | |
Shares, Exercisable at December 31, 2017 | 1,203,333 | |
Weighted Average Exercise, Outstanding at Beginning | $ 2.45 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Cancelled and expired | 0 | |
Weighted Average Exercise Price, Forfeited | 0 | |
Weighted Average Exercise Price, Outstanding at Ending | 2.45 | $ 2.45 |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | 1.32 | |
Weighted Average Exercise Price, Exercisable at December 31, 2017 | $ 1.32 | |
Weighted- Average Remaining Contractual Life, Outstanding | 5 years 10 months 13 days | 6 years 10 months 13 days |
Weighted- Average Remaining Contractual Life, Vested and expected to vest at December 31, 2017 | 4 years 6 months 14 days | |
Weighted- Average Remaining Contractual Life, Exercisable at December 31, 2017 | 4 years 6 months 14 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2017 | 0 | |
Aggregate Intrinsic Value, Exercisable at December 31, 2017 | $ 0 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - $ / shares | 1 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,203,333 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 1.32 | |
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 | |
Share-based Compensation Award, Tranche One [Member] | Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Based Compensation Arrangement By Share Based Payment Award Vesting Date | Jul. 1, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 1 | |
Share-based Compensation Award, Tranche Two [Member] | Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Based Compensation Arrangement By Share Based Payment Award Vesting Date | Jul. 1, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 2 | |
Share-based Compensation Award, Tranche Three [Member] | Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Based Compensation Arrangement By Share Based Payment Award Vesting Date | Jul. 1, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 3 |
SERIES A CONVERTIBLE PREFERRE55
SERIES A CONVERTIBLE PREFERRED STOCK (Details Textual) - USD ($) | Nov. 03, 2017 | Oct. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||
Stock Issued During Period, Shares, New Issues | 1,550,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Shares Issued, Price Per Share | $ 0.01 | $ 0.001 | |||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | ||||
Convertible Preferred Stock, Terms of Conversion | if and when Uplisting occurs (the “Mandatory Conversion Commencement”), into fully paid and non-assessable shares of Common Stock, at a conversion price which shall be the lesser of (i) $4.00 or (ii) 90% of the offering price in the occurrence of a secondary public offering of the Company’s Common Stock pursuant to a registration statement on Form S-1 (the “Conversion Price”). | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 20,000,000 | ||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Series A Preferred Stock [Member] | Share Purchase Agreement [Member] | China Cultural Finance Holdings Company Limited [Member] | |||||
Preferred Stock, Shares Authorized | 500,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Shares Issued, Price Per Share | $ 4 | ||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 |