Item 1.01 Entry into a Material Definitive Agreement





Share Purchase Agreement

On September 8, 2022, American Education Center, Inc., a Nevada corporation (the "Company") entered in to a share purchase agreement with its former Chief Executive Officer, Mr. Max P. Chen (the "Buyer"), pursuant to which, the Buyer acquired 100% of the equity interest of American Education Center, Inc., a New York corporation and a subsidiary of the Company (the "AEC New York") from the Company for an aggregate purchase price of $100.00 (the "SPA"). The transaction contemplated in the SPA closed on September 8, 2022.

The SPA contains customary representations, warranties and agreements of the Company and the Buyer. A form of the SPA is attached hereto as Exhibit 10.1. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.





Subscription Agreement

On September 8, 2022, the Company entered in to a subscription agreement with China Cultural Finance Holdings Company Limited (the "China Cultural"), pursuant to which, China Cultural purchased 133,333,334 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a price of $0.0075 per share in consideration for (i) an aggregate price of $1,000,000 and (ii) assignment, conveyance and transfer of all Assets (as defined below) to the Company (the "Subscription Agreement"). "Assets" means all of assets, properties and rights with respect to the business of the Company, whether personal or real, tangible or intangible, contractual or legal (without regard to the form of recordation or state of completion), including, without limitation, copyrights, patents, service marks, trademarks, trade names, technology rights and licenses, computer software (including without limitation any source or object codes therefor or documentation relating thereto), websites, domain names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark registrations, and applications for trademark or service mark registrations and any new renewals thereof, trade secrets, franchises, know-how, inventions, designs, specifications, plans (including marketing plans, financing plans, design plans and commercialization plans), drawings, marketing studies, creative materials and intellectual property rights and all such other rights held by China Cultural in relation to the Company and its business. The transaction contemplated in the Subscription Agreement closed on September 8, 2022.

The Subscription Agreement contains customary representations, warranties and agreements of the Company and China Cultural. A form of the Subscription Agreement is attached hereto as Exhibit 10.2. The foregoing is only a brief description of the material terms of the Subscription Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.





Debt Conversion Agreement

On September 8, 2022, the Company entered in to a debt conversion agreement with China Cultural, pursuant to which, effective on September 8, 2022, China Cultural agreed to convert the entire outstanding amount of RMB ¥6,657,616.67 under certain loan agreements between the Company and China Cultural, into shares of the Common Stock at a conversion price of $0.0075 per share for a total of 131,508,477 shares of Common Stock (the "Debt Conversion Agreement").

The Debt Conversion Agreement contains customary representations, warranties and agreements of the Company and China Cultural. A form of the Debt Conversion Agreement is attached hereto as Exhibit 10.3. The foregoing is only a brief description of the material terms of the Debt Conversion Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description

10.1            Share Purchase Agreement between American Education Center, Inc.
              and Mr. Max P. Chen, dated September 8, 2022
10.2            Subscription Agreement between American Education Center, Inc. and
              China Cultural Finance Holdings Company Limited, dated September 8,
              2022
10.3            Debt Conversion Agreement between American Education Center, Inc.
              and China Cultural Finance Holdings Company Limited, dated September
              8, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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