Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Apr. 15, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | AMERICAN EDUCATION CENTER, INC. | |
Title of 12(g) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
No Trading Symbol Flag | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,497,113 | |
Entity Central Index Key | 0001626556 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 5,127,000 |
CONSOLIDATED BALANCE SHEETS (AU
CONSOLIDATED BALANCE SHEETS (AUDITED) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Current assets: | ||
Cash | $ 911,658 | $ 1,035,395 |
Accounts receivable, net of allowance for doubtful accounts of $3,575,615 and $2,605,348 at December 31, 2020 and 2019, respectively | 141,667 | 2,874,125 |
Prepaid expenses | 212,826 | 253,530 |
Total current assets | 1,266,151 | 4,163,050 |
Noncurrent assets: | ||
Fixed Asset, net | 7,520 | 6,226 |
Deferred income taxes | 948,066 | 557,615 |
Intangible asset, net | 124,046 | 272,226 |
Goodwill | 139,725 | 0 |
Operating lease right-of-use asset | 315,293 | 2,149,710 |
Security deposits | 23,297 | 285,041 |
Total noncurrent assets | 1,557,947 | 3,270,818 |
Total assets of continuing operations | 2,824,098 | 7,433,868 |
Assets of discontinued operations, net | 0 | 0 |
TOTAL ASSETS | 2,824,098 | 7,433,868 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,321,811 | 2,867,133 |
Taxes payable | 332 | 60,511 |
Deferred revenue | 101,687 | 215,500 |
Advances from clients | 0 | 60 |
Short-term loan from related party | 1,072,797 | 574,564 |
Short-term loan due within a year | 0 | 98,433 |
Operating lease liability - current portion | 82,997 | 331,670 |
Total current liabilities | 3,579,624 | 4,147,871 |
Noncurrent liabilities: | ||
Operating lease liability | 248,838 | 2,067,504 |
Long-term loan | 313,275 | 0 |
Total liabilities of continuing operations | 4,141,737 | 6,215,375 |
Liabilities of discontinued operations | 0 | 0 |
Total liabilities | 4,141,737 | 6,215,375 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 450,000,000 shares authorized; 59,137,803 shares and 55,797,113 shares outstanding at December 31, 2020 and 2019 respectively | 60,138 | 56,797 |
Additional paid-in capital | 8,535,659 | 8,267,930 |
Treasury stock at cost, 1,000,000 shares at 0.66 per share | (660,000) | (660,000) |
Subscription receivables | (592,305) | (592,305) |
Retained earnings | (8,677,883) | (5,924,231) |
Accumulated other comprehensive income | (52,335) | (4,678) |
Total controlling interest | (1,361,726) | 1,168,513 |
Noncontrolling Interest | 44,087 | 49,980 |
Total stockholders' equity | (1,317,639) | 1,218,493 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,824,098 | 7,433,868 |
Series B Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | 25,000 | 25,000 |
Total stockholders' equity | 25,000 | 25,000 |
Series A Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (AUDITED) (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for Doubtful Accounts Receivable (in dollars) | $ 3,575,615 | $ 2,605,348 |
Preferred Stock, Shares Issued | 55,797,113 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Shares, Outstanding | 59,137,803 | 56,797,113 |
Treasury stock at cost (shares) | 1,000,000 | 1,000,000 |
Treasury stock at cost (in dollars per share) | $ 0.66 | $ 0.66 |
Series A Preferred Stock | ||
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 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 25,000,000 | 0 |
Preferred Stock, Shares Outstanding | 25,000,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (AUDITED) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (AUDITED) | ||
Revenues | $ 342,499 | $ 5,308,412 |
Cost of revenues | 167,755 | 3,094,468 |
Gross profit | 174,744 | 2,213,944 |
Operating expenses: | ||
Selling and marketing | 74,321 | 317,248 |
Research and development expenses | 26,570 | 0 |
General and administrative | 3,520,076 | 3,763,455 |
Total operating expenses | 3,620,967 | 4,080,703 |
(Loss) from operations | (3,446,223) | (1,866,759) |
Other income | 239,854 | 2,420 |
(Loss) before provision for income taxes | (3,206,369) | (1,864,339) |
Provision for income taxes (benefit) | (446,824) | (31,472) |
Net (loss) from continuing operations including noncontrolling interest | (2,759,545) | (1,832,867) |
Net income (loss) from discontinued operations, net of income taxes benefit | 561,807 | |
Net (loss) including noncontrolling interest | (2,759,545) | (1,271,060) |
Less: Net (loss) attributable to noncontrolling interest | (5,893) | (5,880) |
Net (loss) attributable to American Education Center | (2,753,652) | (1,265,180) |
Net (loss) including noncontrolling interest | (2,759,545) | (1,271,060) |
Other comprehensive (loss) | ||
Foreign currency translation (loss) income | (47,657) | 9,187 |
Comprehensive (loss) including noncontrolling interest | (2,807,202) | (1,261,873) |
Less: Comprehensive (loss) attributable to noncontrolling interest | (5,893) | (5,880) |
Comprehensive (loss) attributable to American Education Center | $ (2,801,309) | $ (1,255,993) |
Income (loss) earnings per common share - basic and diluted | ||
Income (loss) from continuing operations | $ (0.05) | $ (0.03) |
(Loss) from discontinued operations | 0.01 | |
Net income (loss) earnings per common share - basic and diluted | $ (0.05) | $ (0.02) |
Weighted average shares | ||
Outstanding, basic and diluted | 57,378,121 | 56,729,719 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net (loss) | $ (2,759,545) | $ (1,271,060) |
Loss from discontinued operation, net of income taxes | 0 | 0 |
Adjustments to reconcile net (loss) including noncontrolling interest to net cash (Used in) operating activities: | ||
Deferred tax provision (benefit) | (390,451) | (129,409) |
Stock-based compensation expense | 7,000 | 62,000 |
Provision for doubtful accounts | 970,267 | 1,557,201 |
Depreciation expense for fixed assets | 2,864 | 791 |
Gain from disposal of the discontinued operation, net of income taxes | (561,807) | |
Amortization expense for learning platform | 37,492 | 12,000 |
Amortization expense | 136,181 | 136,181 |
Change in operating assets and liabilities: | ||
in other assets and liabilities | (233,430) | 28,000 |
in accounts receivable | 1,762,566 | (1,525,095) |
in prepaid expenses | 48,228 | 47,185 |
in security deposits | 263,017 | (19,020) |
in accounts payable and accrued expenses | (543,492) | 74,745 |
in taxes payable | (64,478) | 60,511 |
in deferred revenue | (113,813) | (37,425) |
in lease liabilities | 0 | |
in advances from clients | (64) | (34,832) |
Net cash (used in) continuing operating activities | (877,658) | (1,600,034) |
Net cash (used in) discontinued operating activities | 0 | |
Net cash (used in) operating activities | (877,658) | (1,600,034) |
Cash flows from investing activities: | ||
Fixed assets purchased by Qianhai | (7,011) | |
Acquistion of business, net of cash received | 97,219 | 0 |
Net cash provided by (used in) investing activities | 97,219 | (7,011) |
Cash flows from financing activities: | ||
Proceeds for Subscription receivables | 127,606 | |
(Repayment) of short-term loan | (98,434) | (47,146) |
Proceeds from SBA Loan | 236,588 | 0 |
Loan from stockholder | 536,457 | 574,564 |
Net cash provided by continuing financing activities | 674,611 | 655,024 |
Net cash provided by discontinued financing activities | 0 | |
Net cash provided by financing activities | 674,611 | 655,024 |
Effect of exchange rates changes on cash | (17,909) | 2,283 |
Net change in cash | (123,737) | (949,738) |
Cash at beginning of period | 1,035,395 | 1,985,133 |
Cash at end of period | 911,658 | 1,035,395 |
Less cash of discontinued operations - end of period | 0 | |
Cash of continuing operations - end of period | 911,658 | 1,035,395 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 22,352 | 40,407 |
Cash paid for interest | 827 | 15,180 |
Non-Cash investing and financing activities: | ||
Purchase of business by issuing 2,640,690 shares of common stock | $ 264,070 | 0 |
Disposal of subsidiary by reacquiring 1,000,000 shares of common stock and debt forgiven | $ 928,475 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020shares | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) | |
Business issuing of common stock | 2,640,690 |
Disposal of subsidiary by reacquiring shares of common stock and debt forgiven | 1,000,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Series B Preferred Stock | Common stock | Additional paid-in capital | Treasury Stock | Subscription Receivables | Retained earnings | Accumulated other comprehensive income | Noncontrolling Interest | Total |
Balance at Dec. 31, 2018 | $ 25,000 | $ 56,597 | $ 8,206,130 | $ (719,911) | $ (5,714,688) | $ (13,865) | $ 55,860 | $ 1,895,123 | |
Balance (in shares) at Dec. 31, 2018 | 25,000,000 | 56,597,113 | |||||||
Net (loss) | (1,272,084) | (5,880) | (1,271,060) | ||||||
Foreign currency translation income | 9,187 | 9,187 | |||||||
Realization upon disposal of subsidiary by reacquiring stock (in shares) | (1,000,000) | 1,000,000 | |||||||
Realization upon disposal of subsidiary by reacquiring stock | $ 660,000 | (1,062,541) | (402,541) | ||||||
Issuance of common stock for services | $ 200 | 61,800 | 62,000 | ||||||
Issuance of common stock for services (in shares) | 200,000 | ||||||||
Issuance of common stock for cash | 127,606 | 127,606 | |||||||
Balance at Dec. 31, 2019 | $ 25,000 | $ 56,797 | 8,267,930 | $ (660,000) | (592,305) | (5,924,231) | (4,678) | 49,980 | 1,218,493 |
Balance (in shares) at Dec. 31, 2019 | 25,000,000 | 55,797,113 | 1,000,000 | ||||||
Net (loss) | (2,753,652) | (5,893) | (2,759,545) | ||||||
Foreign currency translation income | (47,657) | (47,657) | |||||||
Shares issued for acquisition of business asset | $ 2,641 | 261,429 | 264,070 | ||||||
Shares issued for acquisition of business assets (in shares) | 2,640,690 | ||||||||
Issuance of common stock for services | $ 700 | 6,300 | 7,000 | ||||||
Issuance of common stock for services (in shares) | 700,000 | ||||||||
Balance at Dec. 31, 2020 | $ 25,000 | $ 60,138 | $ 8,535,659 | $ (660,000) | $ (592,305) | $ (8,677,883) | $ (52,335) | $ 44,087 | $ (1,317,639) |
Balance (in shares) at Dec. 31, 2020 | 25,000,000 | 59,137,803 | 1,000,000 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
ORGANIZATION AND BUSINESS | |
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”). On October 31, 2016, the Company completed an acquisition transaction through a share exchange with two stockholders, Rongxia Wang and Ye Tian, of AEC Southern Management Co., Ltd. (“AEC Southern UK”), a company formed in December 2015 pursuant to the laws of England and Wales. The Company acquired 100% of the outstanding shares of AEC Southern UK in exchange for 1,500,000 shares of its common stock valued at $210,000 (the “AEC Southern UK Share Exchange”). As a result of the AEC Southern UK Share Exchange, AEC Southern UK became a wholly owned subsidiary of the Company. AEC Southern UK held 100% of the equity interests in AEC Southern Management Limited, a Hong Kong company (“AEC Southern HK”) 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. Therefore, under PRC laws, AEC Southern Shenzhen was a foreign wholly owned subsidiary of AEC Southern UK. 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 April 22, 2019, AEC Southern UK sold 100% of the equity interests of AEC Southern HK to AEC BVI and AEC Southern HK and its subsidiary became wholly-owned subsidiaries of AEC BVI. On May 1, 2019, the Company sold 100% of the equity interest in AEC Southern UK to three individuals who were Ye Tian, Rongxia Wang and Weishou Li, and received a consideration of 1,000,000 shares of outstanding shares of AEC Nevada. 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. 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. 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. 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 December 31, 2020, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary to give a fair presentation have been included. During 2020, the Company acquired 100% control of Zhongwei via VIE (Footnote 1). As the result, this VIE financials results of operations, assets, and liabilities (Footnote 22) are consolidated with the Company’s consolidated financial statements. All inter-company transactions and balances have been eliminated upon consolidation. Cash Cash consists of all cash balances and liquid investments with an original maturity of three months or less are considered as cash equivalents. Accounts Receivable Accounts receivable are carried at net realizable value. The Company maintains an allowance for doubtful accounts, 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. Foreign Currency Translation The Company’s functional currency is US dollars. The Company has three bank accounts located in the PRC and one located in Hong Kong. Translation adjustments arising from the use of different exchange rates, in the circumstance any subsidiary’s functional currency is not US dollars, 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 The Company adopted ASU No. 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. 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 that are collected from individuals 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. Fees related to our advisory services provided by AEC New York to corporate customers (such as staffing agencies and placement agencies) are generally collected after services are provided and are recorded as accounts receivable. AEC Shenzhen delivers customized high school and college placement and career advisory 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. For the year ended December 31, 2020, approximately $104,000, or more than 30%, of the revenue was realized as accounts receivable and approximately $238,000 of the revenue was realized from services completed. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Estimated useful lives (years) Office furniture Electronic equipment Goodwill and Intangible Asset Goodwill arises from business acquisition and is generally determined as the excess of fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquire, over the fair value of the nets assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently in events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company adopted (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350) in 2018, using Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. The Company valued the current Goodwill with its license built in is still valuable based on the results of the Company’s annual impairment testing of goodwill, no impairment charges were deemed necessary. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet. 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. 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. Acquired intangible assets other than goodwill with finite lives are stated at cost less accumulated amortization if there is any. Intangible assets mainly represent the software development in progress of R&D at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years. The Company evaluated the acquired online application in the amount of $26,973 (RMB 176,000) and recorded impairment charges of $25,492. Residual value Estimated useful Intangible Asset rate lives (years) Software % 3 Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and carrying amount. 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” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively. 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 few 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 Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. On December 31, 2020 and 2019, 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: United States (“US”) On December 22, 2017, the U.S. Tax Cuts and Jobs Act (TCJA) was signed into law. The TCJA results in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system and a one-time deemed repatriation tax on untaxed foreign earnings. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment. The Company is subject to Federal corporate income tax in the US at 21%. Provisions for income taxes for the United States have been made for the year ended December 31, 2020. British Virgin Island (“BVI”) According to BVI corporate taxation, there is a zero-rated income tax regime for all BVI-domiciled corporate entities, and there is no concept of residence applicable to BVI corporate taxation. AEC BVI was incorporated in the BVI and is governed by the laws of the BVI. 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, AEC YQL and Zhongwei were 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 Company is subject to corporate tax in China at 25% for the net taxable income. AEC Southern Shenzhen has no income tax for the year ended December 31, 2020 due to the net operating loss for the period. 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 Measurements FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy: 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. As of December 31, 2020 and 2019, respectively, the carrying values of these financial instruments approximated their fair values due to their short-term nature. COVID-19 Outbreak In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and harm our business and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business or results of operations at this time. 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 (Loss) per Share Earnings (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options are converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options and warrants are only dilutive when the average market price of the underlying common stock exceeds the exercise price of the options or warrants because it is unlikely that they would be exercised if the exercise price were higher than the market price. Related Party Transactions A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the company's securities (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature. Selling and Marketing Selling and marketing costs are related to promoting, advertising, and other marketing activities, and are expensed as incurred. For the periods ended December 31, 2020 and 2019, the marketing and advertising expenses were $74,321 and $317,248, respectively. Noncontrolling interest According to Financial Accounting Standards Board (FASB) Statement No. 160, the noncontrolling interest shall be reported in the consolidated statement of financial position within equity, separately from the parent’s equity. That amount shall be clearly identified and labeled, for example, as noncontrolling interest in subsidiaries. An entity with noncontrolling interests in more than one subsidiary may present those interests in aggregate in the consolidated financial statements. Bargain Purchase According to Financial Accounting Standards Board (FASB) Accounting Standards, a barging purchase is defined as a business combination in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquire. Contingent Consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. This value is generally determined through a probability-weighted analysis of the expected cash flows. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. The contingent consideration is payable in cash and, accordingly, the Company classified its contingent consideration as a liability. It is not remeasured, and any gain or loss on settlement at an amount different from its carrying value will be recognized in net income in the period during which it is settled. Leases The Company determined if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets and short- and long-term lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. |
RECENTLY ISSUED AND ADOPTED ACC
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2020 | |
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS | |
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS | 3. RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS In January 2017, the FASB issued Accounting Standard Update (ASU) 2017-04, Intangibles-Goodwill and Other (Topic 350) which simplifies the test for goodwill impairment. To address concerns over the cost and complexity of the two-step goodwill impairment test, the amendments in this update remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This update is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted the update in the fourth quarter of 2018. The adoption of the new standard did not have an impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value”. ASU 2018-13 removes and modifies existing disclosure requirements on fair value measurement, namely regarding transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Additionally, ASU 2018-13 adds further disclosure requirements for Level 3 fair value measurements, specifically changes in unrealized gains and losses and other quantitative information. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Group does not expect any material impact on its consolidated financial statements and related disclosures in Note 17 as a result of adopting this standard. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance will be adopted using a retrospective approach and is effective for the Company on January 1, 2020. The Company adopted this ASU on January 1, 2020 and the standard impacted on its consolidated financial statements and related disclosures from the adoption of the new guidance in Footnote 1 and Footnote 22. In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. |
ACCOUNTS RECEIVABLES
ACCOUNTS RECEIVABLES | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS RECEIVABLES | |
ACCOUNTS RECEIVABLES | 4. ACCOUNTS RECEIVABLES Activity in the allowance for doubtful accounts was as followings: December 31, 2020 2019 Accounts receivable $ 3,717,282 $ 5,479,473 Allowance for bad debts (3,575,615) (2,605,348) Accounts receivable, net $ 141,667 $ 2,874,125 Balance, beginning of year $ 2,605,348 $ 1,189,147 Provision (net of recover) 970,267 1,557,201 Amounts written off, net of recoveries — (141,000) Balance, end of year $ 3,575,615 $ 2,605,348 |
FIXED ASSET, NET
FIXED ASSET, NET | 12 Months Ended |
Dec. 31, 2020 | |
FIXED ASSET, NET | |
FIXED ASSET, NET | 5. FIXED ASSET, NET As of December 31, 2020 and 2019, fixed asset, net as follows: December 31, 2020 2019 Electronic equipment $ 11,313 $ 6,194 Office furniture 872 817 Less: accumulated depreciation (4,665) (785) Fixed asset - net $ 7,520 $ 6,226 For the year ended December 31, 2020 and 2019, depreciation expense was $2,864 and $791, respectively. |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 12 Months Ended |
Dec. 31, 2020 | |
INTANGIBLE ASSET, NET | |
INTANGIBLE ASSET, NET | 6. INTANGIBLE ASSET, NET The gross carrying amount and accumulated amortization of this asset as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Intangible asset: online campus system $ 612,814 $ 612,814 Intangible asset: learning platform 120,000 120,000 Less: accumulated amortization (608,768) (460,588) Intangible asset - net $ 124,046 $ 272,226 The Company's customized online campus system is being amortized on a straight-line basis over four and a half years. For the year ended December 31, 2020 and 2019, amortization expense was $148,181 and $148,181, respectively. The new acquired intangible asset of software development in progress of R&D at cost of $26,973 (RMB 176,000) has been evaluated and recorded impairment charge for the year ended December 31, 2020 The following table is the future amortization expense to be recognized: Year Ending December 31, 2021 46,046 2022 12,000 2023 and after 66,000 $ 124,046 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL | |
GOODWILL | 7. GOODWILL At acquisition of the Zhongwei via VIE, the Company recognized goodwill in the amount of $139,725 which represents the amount of total consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed in a business acquisition. This goodwill should be held and used for impairment charges whenever events or changes in circumstances may trigger goodwill impairment include deterioration in economic conditions, increased competition, loss of key personnel, and regulatory action and have indicated that the carrying value exceeds fair value. The Company performed testing of goodwill impairment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. The Company valued the current Goodwill with its license built in is still valuable based on the results of the Company’s annual impairment testing of goodwill. Thus, no impairment of goodwill was recorded for the period ended December 31, 2020. |
SECURITY DEPOSITS
SECURITY DEPOSITS | 12 Months Ended |
Dec. 31, 2020 | |
SECURITY DEPOSITS | |
SECURITY DEPOSITS | 8 . SECURITY DEPOSITS The Company has security deposits with the landlord for its offices of $23,297 and $285,041 as of December 31, 2020 and 2019 respectively. The Company terminated the lease of its New York office in August and the landlord retained the entire security deposits to offset the rent payable on the termination date of August 31, 2020. As of December 31, 2020, AEC New York has security deposits of $0 and AEC Shenzhen has security deposits of $23,297 (translation from RMB152,012). |
CONCENTRATION OF CREDIT AND BUS
CONCENTRATION OF CREDIT AND BUSINESS RISK | 12 Months Ended |
Dec. 31, 2020 | |
CONCENTRATION OF CREDIT AND BUSINESS RISK | |
CONCENTRATION OF CREDIT AND BUSINESS RISK | 9 . CONCENTRATION OF CREDIT AND BUSINESS RISK The Company maintains its cash accounts at two commercial banks in the US, three commercial banks in the PRC and one commercial bank in Hong Kong. Funds held in US banks and insured by Federal Deposit Insurance Corporation up to $250,000 per depositor, per insured bank, for each account ownership category. Funds held in the PRC banks are covered by Deposit Insurance Ordinance (index: 000014349/2015‑00031) that insures RMB500,000 for the total of all depository accounts. Funds held in HK banks are insured by Hong Kong Deposit Protection Board covers up to HK$500,000 per bank for the total of all depository accounts. 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. The following table represents major customers that individually accounted for more than 10% of the Company’s gross revenue for the year ended December 31, 2020 and 2019: December 31, 2020 Gross Accounts Revenue Percentage Receivable Percentage Customer 1 $ 187,637 54.8 % $ 1,202,637 32.7 % December 31, 2019 Gross Accounts Revenue Percentage Receivable Percentage Customer 1 $ 2,667,700 50.3 % $ 2,024,779 37.1 % Customer 2 1,141,900 21.5 % 1,588,520 29.1 % |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 10. DISCONTINUED OPERATIONS On May 1, 2019, AEC Nevada sold 100% of the equity interest in AEC Southern UK to three individuals, Ye Tian, Rongxia Wang and Weishou Li, and received a consideration of 1,000,000 shares of outstanding shares of AEC Nevada which was valued at $660,000 and the debt owed to AEC Southern UK in the amount of $268,475 was forgiven by AEC Southern UK. The Company has classified the results of AEC Southern UK as discontinued operations in the unaudited consolidated statement of income for all periods presented. The Company decided not to cancel or retrieve the shares issued to the CEO of AEC UK as compensation and recognized the remaining of the compensation as part of the loss from disposal. Additionally, the related assets and liabilities associated with the discontinued operations in the prior year consolidated balance sheet are classified as discontinued operations. The Company recognized a gain of $561,808 from the disposition. Pursuant to ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the results of operations for the year ended December 31, 2019 and year ended December 31, 2018 from discontinued operations have been classified to loss from discontinued operations line on the accompanying consolidated statements of operations and comprehensive loss presented herein. The assets and liabilities also have been classified as discontinued operations in the Company's consolidated financial statements as of December 31, 2019 and 2018. The carrying amount of the major classes of assets and liabilities of discontinued operation as of May 1, 2019 and December 31, 2018 consist of the following: May 1, December 31, 2019 2018 Assets of discontinued operation: Current assets: Cash and cash equivalents $ 391 $ 391 Accounts receivable 4,864,297 4,595,823 Allowance for doubtful account (4,595,823) (4,595,823) Deferred compensation — 916,668 Total assets of discontinued operation $ 268,865 $ 917,059 Liabilities of discontinued operation: $ — Current liabilities: Accounts payable $ 1,881,404 $ 1,881,404 Other payables — — Total liabilities of discontinued operation $ 1,881,404 $ 1,881,404 The summarized operating result of discontinued operation included in the Company's consolidated statements of operation consist of the following: From From January 1 January 1 to to May 1, 2019 December 31, 2018 Revenues $ — $ — Cost of revenues — — Gross profit — — Operating expenses (366,667) (5,587,406) Other income (expenses), net — 4 Loss before income tax (366,667) (5,587,402) Income tax expense (benefit) — (332,187) Loss from discontinued operation (366,667) (5,255,215) Total loss from discontinued operations, net of income taxes $ (366,667) $ (5,255,215) |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2020 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 11 . SEGMENT REPORTING Operating segments have been determined on the basis of reports reviewed by the Company’s Chief Executive Officer (CEO) who is the chief operating decision maker of the Company. The CEO evaluates the business from a geographic perspective, assesses performance and allocates resources on this basis. The reportable segments are as follows: After the discontinued operations of AEC Southern UK, the Company has two operating segments: AEC New York and AEC BVI. · 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 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 BVI all generated from AEC Southern Shenzhen. The following table shows an analysis by segment of the assets and liabilities of continuing operations as of December 31, 2020 and December 31, 2019: December 31, 2020 AEC New York AEC BVI Total Segment assets and liabilities: Segment assets Segment assets from continuing operations $ 2,106,006 $ 718,093 $ 2,824,098 Segment assets of discontinued operations — — — Segment assets $ 2,106,006 $ 718,093 $ 2,824,098 Segment liabilities Segment liabilities from continuing operations $ 2,695,097 $ 1,446,640 $ 4,141,737 Segment liabilities of discontinued operations — — — Segment liabilities $ 2,695,097 $ 1,446,640 $ 4,141,737 December 31, 2019 AEC New York AEC BVI Total Segment assets and liabilities: Segment assets Segment assets from continuing operations $ 6,661,058 $ 772,810 $ 7,433,868 Segment assets of discontinued operations — — — Segment assets $ 6,661,058 $ 772,810 $ 7,433,868 Segment liabilities Segment liabilities from continuing operations $ 5,249,953 $ 965,422 $ 6,215,375 Segment liabilities of discontinued operations — — — Segment liabilities $ 5,249,953 $ 965,422 $ 6,215,375 Revenues from external customers, and gross profit for each business are as follows: For the year end December 31, 2020 AEC New York AEC BVI Total Segment revenue: Placement advisory $ — $ 105,380 $ 105,380 Career advisory 236,612 — 236,612 Student & Family advisory — — — Other advisory 507 — 507 Total revenue from continued operations $ 237,119 $ 105,380 $ 342,499 Total revenue from discontinued operations — — — Gross profit $ 74,229 $ 100,515 $ 174,744 For the year end December 31, 2019 AEC New York AEC BVI Total Segment revenue: Placement advisory $ 1,141,900 $ 122,207 $ 1,264,107 Career advisory 3,153,605 — 3,153,605 Student & Family advisory 887,700 — 887,700 Other advisory 3,000 — 3,000 Total revenue from continued operations $ 5,186,205 $ 122,207 $ 5,308,412 Total revenue from discontinued operations — — — Gross profit $ 2,103,757 $ 110,187 $ 2,213,944 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
DEFERRED REVENUE | |
DEFERRED REVENUE | 12. DEFERRED REVENUE The Company receives advance payments for services to be performed and recognizes revenue when services have been rendered. The deferred revenues as of December 31, 2020 and 2019 were $101,687 and $215,500, respectively. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | |
RELATED-PARTY TRANSACTIONS | 13. RELATED-PARTY TRANSACTIONS The Company’s CEO has a 34% interest in Columbia International College, Inc. (“CIC”). The Company prepaid CIC $48,000 for student consulting services which are expected to be fully delivered and accounted in the first quarter of 2021. The Company’s CEO has a 40% interest in Wall Street Innovation Center, Inc. (“WSIC”), a corporation incorporated in the state of New York that focuses on career and business development activities. In the course of delivering career advisory services, the Company has engaged WSIC to assist in certain career development activities. The Company prepaid WSIC $50,000 for business consulting services to be delivered and completed in 2020. The Company’s CEO received 12,500,000 shares of Series B Convertible Preferred Stock of the Company (“Series B Preferred Stock”), par value $0.001 per share as a reward for his dedicated services to the Company on November 26, 2018. The Company borrowed $498,223 (translated from RMB3,000,000) from a shareholder of the Company during the year of 2020. The amounts due to this related party were $1,072,797 and $574,564 as of December 31, 2020 and 2019, respectively. The amounts are non-interest bearing, non-secure and due on demand. The Company borrowed $76,687 (translated from RMB500,000) from a shareholder of the Company during the three months ended December 31, 2020. The amounts due to this related party were $76,687 and $0 as of December 31, 2020 and 2019, respectively. The amounts are bearing 1% annual interest rate and due on December 31, 2022. |
LONG-TERM LOAN
LONG-TERM LOAN | 12 Months Ended |
Dec. 31, 2020 | |
LONG-TERM LOAN | |
LONG-TERM LOAN | 14. LONG-TERM LOAN On December 1, 2014, an unrelated party loaned the Company $295,579, with interest at 10%. The Company repaid $150,000 on November 10, 2017. The loan was fully paid off as of June 30, 2020. Interest expenses for the year ended December 31, 2020 and 2019 were $827 and $15,180 respectively. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States. On May 4, 2020, Company was informed by its lender, Bank of America, N.A (the "Bank"), that the Bank received approval from the U.S. Small Business Administration ("SBA") to fund the Company's request for a loan under the SBA's Paycheck Protection Program ("PPP Loan") created as part of the recently enacted CARES Act administered by the SBA. Per the terms of the PPP Loan, Company received total proceeds of $77,588 from the Bank. In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs. The PPP Loan has a 1.00% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The PPP Loan Forgiveness has been applied. On April 24, 2020, AEC New York received an advance in the amount of $9,000 from the U.S. Small Business Administration ("SBA") under the Economic Injury Disaster Loan ("EIDL") program administered by the SBA, which program was expanded pursuant to the CARES Act. On June 1, 2020, Company received approval for a loan under the SBA's EIDL program from SBA. Per the terms of the EIDL, Company received total proceeds of $150,000. The EIDL loan has a 3.75% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the EIDL Program as administered by the SBA. The Company has used all the proceeds of this loan as working capital to alleviate economic injury caused by COVID-19 occurring in 2020. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
LEASE COMMITMENTS | |
LEASE COMMITMENTS | 15. LEASE COMMITMENTS The Company has two operating leases for offices in different cities during 2020. In December 2014, the Company entered into a lease for 10,086 square feet of office space in New York, NY, with an unrelated party, expiring on July 31, 2025. The lease commenced on March 1, 2015 and the Company received two months of free rent. Due to free rent and escalating monthly rental payments, utilities, real estate taxes, insurance and other operating expenses, the lease is being recognized on a straight-line basis of $34,065 per month for financial statement purposes. In August 2020, the Company entered into a lease termination agreement with the landlord of this office. In May 2019, the Company entered into a lease of office space in Shenzhen, Guangdong, PRC with an unrelated party, expiring on April 30, 2024. The lease commenced on May 1, 2019. We determined the present value of the future lease payment using a discount rate of 8.16%, our incremental borrowing rate based on SBA loan borrowing rate, resulting in an initial right-of-use asset of $414,157 (RMB2,899,099) and lease liability of $399,048 (RMB2,793,341) on the commenced date of May 1, 2019, which are being amortized ratably over the term of the lease. As of December 31, 2020, the balance of net right-of-use asset was $315,293, and lease liability was $331,835 (including $82,997 for current portion and $248,838 for noncurrent portion). Future minimum lease commitments are as follows on December 31, 2020: Gross Lease Year Ending December 31, Payment 2021 106,349 2022 112,730 2023 and thereafter 160,092 $ 379,171 Less: Present value adjustment (47,336) Operating lease liability $ 331,835 Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases. The total rent expense was approximately $386,763 and $494,921 for the year ended December 31, 2020 and 2019, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | 16. INCOME TAXES The component of deferred tax assets on December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Net operating loss carryforwards $ 612,553 $ 471,404 Allowance for bad debt 1,132,524 558,397 Accelerated Depreciation — — Allowance for deferred tax asset (797,011) (472,186) Deferred tax asset, net $ 948,066 $ 557,615 The provision for income taxes and deferred income taxes for year ended December 31, 2020 and 2019 are as follows: For the year ended December 31, 2020 2019 Current: Federal $ — $ 35,867 State 2,088 28,535 Foreign — 33,535 Total current 2,088 97,937 Deferred: Federal (267,318) (75,785) State (181,594) (53,624) Foreign — — Total deferred (448,912) (129,409) Total $ (446,824) $ (31,472) 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. The Company is subject to income tax examination of US federal, state, and city tax returns for 2019, 2018 and 2017 tax years. The Company, to its knowledge, is not currently under examination nor has it been notified by the authorities. A reconciliation of the provision for income taxes, with the amount computed by applying the statutory effective income tax rate for the year ended December 31, 2020 and 2019 is as follows: For the year ended December 31, 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 11.0 11.0 PRC statutory income tax rate 25.0 25.0 Non-deductible/ non-taxable items — — Total 57 % 57 % |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | 17. FINANCIAL INSTRUMENTS Fair values The Company's financial instruments from continuing operations approximate include cash and cash equivalents and prepaid expenses and other current assets which approximate to fair value due to their short-term nature and include cash accounts. The Company's borrowings approximate fair value as the rates of interest are similar to what they would receive from other financial institutions. The carrying amounts of these financial assets and liabilities are a reasonable estimate of their fair values because of their current nature. The Company's financial instruments from discontinued operations include cash and cash equivalents, net accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, advance from customers, and income tax payable. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature. The following table summarizes the carrying values of the Company's financial assets and liabilities: December 31, 2020 2019 Cash and cash equivalents of continuing operations $ 911,658 $ 1,035,395 Accounts receivable, prepaid expenses and other current assets 354,493 3,127,655 Other assets of discontinued operations — — Other financial liabilities (i) 3,579,624 4,147,871 Liabilities of discontinued operations $ — $ — (i) Accounts payable, accrued expenses and other current liabilities, advance from customers, and income tax payable. The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and Level 3 - Inputs that are not based on observable market data. The financial assets and liabilities carried at fair value on a recurring basis on December 31, 2020 are as follows: Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents of continuing operations $ 911,658 $ — $ — $ 911,658 Cash and cash equivalents of discontinued operations — — — — Other financial assets of continuing operations — — — — Other financial assets of discontinued operations — — — — Total Financial assets $ 911,658 $ — $ — $ 911,658 Financial Liabilities Other liabilities of continuing operations $ 3,579,624 $ — $ — $ 3,579,624 Other liabilities of discontinued operations — — — — Total Financial Liabilities $ 3,579,624 $ — $ — $ 3,579,624 The financial assets and liabilities carried at fair value on a recurring basis on December 31, 2019 are as follows: Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents of continuing operations $ 1,035,395 $ — $ — $ Cash and cash equivalents of discontinued operations — — — — Other financial assets of continuing operations — — — — Other financial assets of discontinued operations — — — — Total Financial Assets $ 1,035,395 $ — $ — $ Financial Liabilities Other liabilities of continuing operations $ 4,147,871 $ — $ — $ Other liabilities of discontinued operations — — — — Total Financial Liabilities $ 4,147,871 $ — $ — $ Interest rate and credit risk Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and cash equivalents, and net accounts receivable. The Company minimizes the interest rate and credit risk of cash by placing deposits with financial institutions located in the United States and Mainland China. Management believes that there is no significant credit risk arising from the Company's financial instruments. Financial assets past due The following table provides information regarding the aging of financial assets that are past due, but which are not impaired on December 31, 2020: Less than 90 days to Over Carrying 90 days 1 year 1 year Value Accounts receivable, net $ — $ 104,163 $ — $ 104,163 Other receivable $ — $ 37,504 $ — $ 37,504 Total accounts receivable, net $ — $ 141,667 $ — $ 141,667 The Company determines past due amounts by reference to terms agreed with individual clients. None of the net amounts outstanding have been challenged by the respective clients and the Company continues to conduct business with them on an ongoing basis and does not consider its current accounts receivable to be past due. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
STOCK OPTIONS | |
STOCK OPTIONS | 18. STOCK OPTIONS The Company did not grant any stock options during the year ended December 31, 2020. The following is a summary of stock option activities: Weighted- Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value Outstanding on December 31, 2019 3,200,000 $ 0.89 1.44 years $ — Granted — — — — Exercised — — — — Cancelled and expired — — — — Forfeited — — — — Outstanding on December 31, 2020 3,200,000 $ 2.45 2.87 years $ — Vested and expected to vest on December 31, 2020 3,200,000 $ 0.89 0.97 years $ — Exercisable on December 31, 2020 3,200,000 $ 0.89 0.97 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 year ended December 31, 2020 and 2019. The estimated fair value of these options was $0, therefore no compensation expense was recognized for the periods ended December 31, 2020 and 2019. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2020 | |
COMMON STOCK | |
COMMON STOCK | 19 . COMMON STOCK Certificate of Amendment to Increase Authorized Stock On November 6, 2018, the board of directors of the Company, with the written consent of a majority of the holders 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 affect the Authorized Stock Increase, which became effective upon filing. Stocks issued for business acquisition On July 10, 2018, the Company issued 100,000 shares of the Company’s common stock (the “Consideration Shares”) to FIFPAC, Inc, the 100% equity owner of AIFI, at a purchase price of $0.48 per share, in exchange for 51% equity ownership of the AIFI pursuant to the Purchase Agreement. Refer to Footnote 21 Business Acquisition. Stocks issued to employees and for services In July and August 2018, the Company entered into agreements pursuant to which it issued an aggregate of 448,000 shares of the Company’s common stock to 18 individuals who are either employees of the Company or have been service providers to the Company, for employment-based compensation or services provided, respectively. Subsequently, pursuant to such agreements, the Company issued an aggregate of 433,000 shares of the Company’s common stock to 10 out of the 18 individuals in the amount of $199,840 and 15,000 shares of the Company’s common stock for services rendered in the amount of $7,000, prior to December 31, 2018. In May 2019, the Company entered into agreements pursuant to which it issued an aggregate of 200,000 shares of the Company's common stock in the amount of $62,000 to 4 individuals who have been service providers to the Company for services provided , prior to December 31, 2019. In January 2020 , the Company entered into agreements pursuant to which it issued an aggregate of 700,000 shares of the Company's common stock to 2 individuals who are either employees of the Company or have been service providers to the Company, for employment-based compensation or services provided, respectively. Stocks issued for cash investment On November 26, 2018, the Company, entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with China Cultural Finance Holdings Company Limited, a British Virgin Islands company and a shareholder of the Company (the “Holder”), whereby the Company agreed to issue 7,199,113 of shares of the Company’s common stock at $0.10 per share, to the Holder in exchange for an RMB5,000,000 investment (the “CCFH Investment”) in the Company’s subsidiary, AEC Southern Shenzhen. The transactions underlying the Share Issuance Agreement were closed on the same day and the shares of common stock were issued to the Holder (the “CCFH Share Issuance”). The Company received $127,606 (HKD 1,000,000) as of December 31, 2019. Stocks issued for business acquisition On August 18, 2020, AEC YQL entered into a series of contractual arrangements, including 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. Pursuant to the VIE Agreements, 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. Refer to Footnote 21 Business Acquisition. |
SERIES B PREFERRED STOCK
SERIES B PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
SERIES B PREFERRED STOCK | |
SERIES B PREFERRED STOCK | 20. SERIES B PREFERRED STOCK Designation of Series B Convertible Preferred Stock On November 13, 2018, the Company filed with the Secretary of State of the State of Nevada a 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 50,000,000 unissued shares of preferred stock of the Company, par value $0.001 per share. Series B Preferred Stock is senior in rights of payment, including dividend rights and liquidation preference, to the Company’s common stock but junior to Series A Preferred Stock with respect to liquidation preference. 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 is 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. Manager Share Issuance On November 26, 2018, the Company entered into a Manager Share Issuance Agreement (the “Manager Share Issuance Agreement”) with Mr. Max P. Chen, the Chief Executive Officer, President, and Chairman of the Board of the Company (“Mr. Chen”), whereby the Company agreed to reward Mr. Chen for his dedicated services to the Company by issuing 12,500,000 shares of Series B Preferred Stock to him with resale restrictions. The transactions underlying the Manager Share Issuance Agreement closed on the same day and 12,500,000 shares of Series B Preferred Stock were issued to Mr. Chen. The Company recognized stock compensation expense of $1,250,000 for the year ended December 31, 2018. Stocks issued for exchange agreement On November 26, 2018, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the Holder, whereby the Company agreed to issue 12,500,000 shares of Series B Convertible Preferred Stock of the Company (“Series B Preferred Stock”), par value $0.001 per share, and 7,500,000 shares of common stock with resale restrictions to the Holder in exchange for 500,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A Preferred Stock”), held by the Holder. The transactions underlying the Exchange Agreement closed on the same day and 12,500,000 shares of Series B Preferred Stock and 7,500,000 shares of Common Stock were issued to the Holder. The Series A Preferred Stock were returned to the Company and cancelled. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | 21. BUSINESS ACQUISITION Acquisition of AIFI On July 10, 2018, the Company entered into the Purchase Agreement with the 100% owner of AIFI which closed on the same date. Pursuant to the Purchase Agreement, on July 10, 2018, the Company issued the Consideration Shares to the Seller, for a purchase price of $0.48 per share, in exchange for a 51% equity ownership of AIFI. Pursuant to ASC 805, the Company recognized a gain of $13,200 on the effective date of July 10, 2018. According to the Purchase Agreement, the contingent consideration consisted of compensatory arrangement for services to be performed by the owner of the acquiree, and such amounts are to be determined in the future by both parties; therefore, the fair value cannot be determined at the acquisition date. The Company as an acquirer did not recognize a liability at the acquisition date. The following table summarizes the consideration paid and the amounts of net assets acquired as of the date of acquisition: Fair value of net asset acquired (AIFI’s net identified assets) $ 120,000 Less: Fair value of consideration transferred (FMV of AEC’s 100k shares issued) (48,000) Fair value of noncontrolling interest (120k x 49%) (58,800) $ (106,800) Gain on bargain purchase $ 13,200 Acquisition of Shenzhen Zhongwei Technology Co., Ltd. On August 18, 2020, the Company 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. Pursuant to the VIE Agreements, 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 at $0.1 per share for total $264,070 of the Company's common stock, par value $0.001. The Acquisition has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their fair values as of the Acquisition Date. As of the Acquisition Date, goodwill is measured as the excess of consideration transferred, which is also generally measured at fair value of the net acquisition date fair values of the assets acquired and liabilities assumed. Based upon the purchase price allocations, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the Acquisition Date: Cash $ 94,425 Accounts receivable, net — R&D (Software development in progress) 25,428 Other current assets 812 Property and equipment 3,684 Total assets acquired on the book value $ 124,349 Other payables $ (4) Total liabilities assumed (4) Net assets acquired on the book value 124,345 Goodwill 139,725 Total purchase price $ 264,070 |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2020 | |
VARIABLE INTEREST ENTITY | |
VARIABLE INTEREST ENTITY | 22. VARIABLE INTEREST ENTITY On August 18, 2020, AEC YQL entered into VIE Agreements with Zhongwei and its shareholders. The following amounts of Zhongwei are included in the accompanying consolidated financial statements for the years ended December 31, 2020. December 31, 2020 ASSETS Cash and cash equivalents $ 137,222 Fixed Assets, Net 3,254 Prepaid expenses 7,159 Total assets $ 147,635 LIABILITIES Accounts payables and accrued expenses $ 5,849 Deferred revenue 6,687 Total Liabilities $ 12,536 December 31, 2020 Revenues $ 22,375 Income from Operations 20,733 Net Income $ (69,396) Risks of variable interest entity structure In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the VIE Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of WFOE and the VIE are in compliance with existing PRC laws and regulations in all material respects. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the VIE Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the VIE Arrangements is remote based on current facts and circumstances. |
COMMITMENTS & CONTINGENCY
COMMITMENTS & CONTINGENCY | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS & CONTINGENCY | |
COMMITMENTS & CONTINGENCY | 23. COMMITMENTS & CONTINGENCY A contingency should be recognized at its acquisition date fair value if that value can be determined. (The guidance in Topic 820 is used to determine fair value). If the acquisition-date fair value of contingency cannot be determined, then an asset or liability is recognized for the contingency if it’s probable at the acquisition date that such asset or liability exists and if its amount is reasonable estimable. A contingency is not recognized for a contingency in the accounting for a business combination if: a) its fair value cannot be determined and b) the probable and reasonably estimate criteria are not met. Instead, the contingency is disclosed and accounted for subsequent to the acquisition date in accordance with Topic 450. Pursuant to the Purchase Agreement, the contingent consideration consisted of compensatory arrangement for services to be performed by the officers of the acquiree, and such amounts are to be determined in the future by both parties; therefore, the fair value cannot be determined at the acquisition date. The Company as an acquirer did not recognize a liability at the acquisition date. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
GOING CONCERN | |
GOING CONCERN | 24. GOING CONCERN Substantial doubt about the Company’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Our current operating results indicate that substantial doubt exists related to the Company’s ability to continue as a going concern. We believe that the new education platforms acquired may mitigate the substantial doubt raised by our current operating results and with additional funding from a shareholder of the Company will be sufficient to meet its anticipated needs for working capital and satisfying our estimated liquidity needs 12 months from the date of the financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 25. SUBSEQUENT EVENT The Company’s management has performed subsequent events procedures through the date the 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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Consolidation and Presentation | 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 financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary to give a fair presentation have been included. During 2020, the Company acquired 100% control of Zhongwei via VIE (Footnote 1). As the result, this VIE financials results of operations, assets, and liabilities (Footnote 22) are consolidated with the Company’s consolidated financial statements. All inter-company transactions and balances have been eliminated upon consolidation. |
Cash | Cash Cash consists of all cash balances and liquid investments with an original maturity of three months or less are considered as cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at net realizable value. The Company maintains an allowance for doubtful accounts, 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. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is US dollars. The Company has three bank accounts located in the PRC and one located in Hong Kong. Translation adjustments arising from the use of different exchange rates, in the circumstance any subsidiary’s functional currency is not US dollars, 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 | Revenue Recognition The Company adopted ASU No. 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. 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 that are collected from individuals 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. Fees related to our advisory services provided by AEC New York to corporate customers (such as staffing agencies and placement agencies) are generally collected after services are provided and are recorded as accounts receivable. AEC Shenzhen delivers customized high school and college placement and career advisory 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. For the year ended December 31, 2020, approximately $104,000, or more than 30%, of the revenue was realized as accounts receivable and approximately $238,000 of the revenue was realized from services completed. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Estimated useful lives (years) Office furniture Electronic equipment |
Goodwill and Intangible Asset | Goodwill and Intangible Asset Goodwill arises from business acquisition and is generally determined as the excess of fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquire, over the fair value of the nets assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently in events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company adopted (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350) in 2018, using Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. The Company valued the current Goodwill with its license built in is still valuable based on the results of the Company’s annual impairment testing of goodwill, no impairment charges were deemed necessary. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet. 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. 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. Acquired intangible assets other than goodwill with finite lives are stated at cost less accumulated amortization if there is any. Intangible assets mainly represent the software development in progress of R&D at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years. The Company evaluated the acquired online application in the amount of $26,973 (RMB 176,000) and recorded impairment charges of $25,492. Residual value Estimated useful Intangible Asset rate lives (years) Software % 3 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and carrying amount. |
Stock-Based Compensation | 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” and FASB ASC 718, “Compensation – Stock Based Compensation,” respectively. 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 few 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 Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. On December 31, 2020 and 2019, 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: United States (“US”) On December 22, 2017, the U.S. Tax Cuts and Jobs Act (TCJA) was signed into law. The TCJA results in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system and a one-time deemed repatriation tax on untaxed foreign earnings. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment. The Company is subject to Federal corporate income tax in the US at 21%. Provisions for income taxes for the United States have been made for the year ended December 31, 2020. British Virgin Island (“BVI”) According to BVI corporate taxation, there is a zero-rated income tax regime for all BVI-domiciled corporate entities, and there is no concept of residence applicable to BVI corporate taxation. AEC BVI was incorporated in the BVI and is governed by the laws of the BVI. 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, AEC YQL and Zhongwei were 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 Company is subject to corporate tax in China at 25% for the net taxable income. AEC Southern Shenzhen has no income tax for the year ended December 31, 2020 due to the net operating loss for the period. 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 Measurements | Fair Value Measurements FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy: 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. As of December 31, 2020 and 2019, respectively, the carrying values of these financial instruments approximated their fair values due to their short-term nature. COVID-19 Outbreak In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and harm our business and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business or results of operations at this time. |
Use of Estimates | 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 (Loss) per Share | Earnings (Loss) per Share Earnings (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options are converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options and warrants are only dilutive when the average market price of the underlying common stock exceeds the exercise price of the options or warrants because it is unlikely that they would be exercised if the exercise price were higher than the market price. |
Related Party Transactions | Related Party Transactions A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the company's securities (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature. |
Selling and Marketing | Selling and Marketing Selling and marketing costs are related to promoting, advertising, and other marketing activities, and are expensed as incurred. For the periods ended December 31, 2020 and 2019, the marketing and advertising expenses were $74,321 and $317,248, respectively. |
Noncontrolling interest | Noncontrolling interest According to Financial Accounting Standards Board (FASB) Statement No. 160, the noncontrolling interest shall be reported in the consolidated statement of financial position within equity, separately from the parent’s equity. That amount shall be clearly identified and labeled, for example, as noncontrolling interest in subsidiaries. An entity with noncontrolling interests in more than one subsidiary may present those interests in aggregate in the consolidated financial statements. |
Bargain Purchase | Bargain Purchase According to Financial Accounting Standards Board (FASB) Accounting Standards, a barging purchase is defined as a business combination in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquire. |
Contingent Consideration | Contingent Consideration The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. This value is generally determined through a probability-weighted analysis of the expected cash flows. Contingent consideration is classified as a liability or as equity on the basis of the definitions of an equity instrument and a financial liability. The contingent consideration is payable in cash and, accordingly, the Company classified its contingent consideration as a liability. It is not remeasured, and any gain or loss on settlement at an amount different from its carrying value will be recognized in net income in the period during which it is settled. |
Leases | Leases The Company determined if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets and short- and long-term lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of property and equipment, net | Estimated useful lives (years) Office furniture Electronic equipment |
Schedule of intangible asset | Residual value Estimated useful Intangible Asset rate lives (years) Software % 3 |
ACCOUNTS RECEIVABLES (Tables)
ACCOUNTS RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS RECEIVABLES | |
Schedule of accounts receivables | Activity in the allowance for doubtful accounts was as followings: December 31, 2020 2019 Accounts receivable $ 3,717,282 $ 5,479,473 Allowance for bad debts (3,575,615) (2,605,348) Accounts receivable, net $ 141,667 $ 2,874,125 Balance, beginning of year $ 2,605,348 $ 1,189,147 Provision (net of recover) 970,267 1,557,201 Amounts written off, net of recoveries — (141,000) Balance, end of year $ 3,575,615 $ 2,605,348 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FIXED ASSET, NET | |
Schedule of Fixed asset net | As of December 31, 2020 and 2019, fixed asset, net as follows: December 31, 2020 2019 Electronic equipment $ 11,313 $ 6,194 Office furniture 872 817 Less: accumulated depreciation (4,665) (785) Fixed asset - net $ 7,520 $ 6,226 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INTANGIBLE ASSET, NET | |
Schedule of gross carrying amount and accumulated amortization | The gross carrying amount and accumulated amortization of this asset as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Intangible asset: online campus system $ 612,814 $ 612,814 Intangible asset: learning platform 120,000 120,000 Less: accumulated amortization (608,768) (460,588) Intangible asset - net $ 124,046 $ 272,226 |
Schedule of future amortization expense to be recognized | The following table is the future amortization expense to be recognized: Year Ending December 31, 2021 46,046 2022 12,000 2023 and after 66,000 $ 124,046 |
CONCENTRATION OF CREDIT AND B_2
CONCENTRATION OF CREDIT AND BUSINESS RISK (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CONCENTRATION OF CREDIT AND BUSINESS RISK | |
Schedule of major customers that individually accounted for more than 10% of gross revenue | The following table represents major customers that individually accounted for more than 10% of the Company’s gross revenue for the year ended December 31, 2020 and 2019: December 31, 2020 Gross Accounts Revenue Percentage Receivable Percentage Customer 1 $ 187,637 54.8 % $ 1,202,637 32.7 % December 31, 2019 Gross Accounts Revenue Percentage Receivable Percentage Customer 1 $ 2,667,700 50.3 % $ 2,024,779 37.1 % Customer 2 1,141,900 21.5 % 1,588,520 29.1 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DISCONTINUED OPERATIONS | |
Schedule of amount of the major classes of assets and liabilities of discontinued operation | The carrying amount of the major classes of assets and liabilities of discontinued operation as of May 1, 2019 and December 31, 2018 consist of the following: May 1, December 31, 2019 2018 Assets of discontinued operation: Current assets: Cash and cash equivalents $ 391 $ 391 Accounts receivable 4,864,297 4,595,823 Allowance for doubtful account (4,595,823) (4,595,823) Deferred compensation — 916,668 Total assets of discontinued operation $ 268,865 $ 917,059 Liabilities of discontinued operation: $ — Current liabilities: Accounts payable $ 1,881,404 $ 1,881,404 Other payables — — Total liabilities of discontinued operation $ 1,881,404 $ 1,881,404 |
Schedule of operating result discontinued operation included in consolidated statements of operation | The summarized operating result of discontinued operation included in the Company's consolidated statements of operation consist of the following: From From January 1 January 1 to to May 1, 2019 December 31, 2018 Revenues $ — $ — Cost of revenues — — Gross profit — — Operating expenses (366,667) (5,587,406) Other income (expenses), net — 4 Loss before income tax (366,667) (5,587,402) Income tax expense (benefit) — (332,187) Loss from discontinued operation (366,667) (5,255,215) Total loss from discontinued operations, net of income taxes $ (366,667) $ (5,255,215) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SEGMENT REPORTING | |
Schedule of segment reporting assets and liabilities | The following table shows an analysis by segment of the assets and liabilities of continuing operations as of December 31, 2020 and December 31, 2019: December 31, 2020 AEC New York AEC BVI Total Segment assets and liabilities: Segment assets Segment assets from continuing operations $ 2,106,006 $ 718,093 $ 2,824,098 Segment assets of discontinued operations — — — Segment assets $ 2,106,006 $ 718,093 $ 2,824,098 Segment liabilities Segment liabilities from continuing operations $ 2,695,097 $ 1,446,640 $ 4,141,737 Segment liabilities of discontinued operations — — — Segment liabilities $ 2,695,097 $ 1,446,640 $ 4,141,737 December 31, 2019 AEC New York AEC BVI Total Segment assets and liabilities: Segment assets Segment assets from continuing operations $ 6,661,058 $ 772,810 $ 7,433,868 Segment assets of discontinued operations — — — Segment assets $ 6,661,058 $ 772,810 $ 7,433,868 Segment liabilities Segment liabilities from continuing operations $ 5,249,953 $ 965,422 $ 6,215,375 Segment liabilities of discontinued operations — — — Segment liabilities $ 5,249,953 $ 965,422 $ 6,215,375 |
Schedule of segment reporting revenue from external customers | Revenues from external customers, and gross profit for each business are as follows: For the year end December 31, 2020 AEC New York AEC BVI Total Segment revenue: Placement advisory $ — $ 105,380 $ 105,380 Career advisory 236,612 — 236,612 Student & Family advisory — — — Other advisory 507 — 507 Total revenue from continued operations $ 237,119 $ 105,380 $ 342,499 Total revenue from discontinued operations — — — Gross profit $ 74,229 $ 100,515 $ 174,744 For the year end December 31, 2019 AEC New York AEC BVI Total Segment revenue: Placement advisory $ 1,141,900 $ 122,207 $ 1,264,107 Career advisory 3,153,605 — 3,153,605 Student & Family advisory 887,700 — 887,700 Other advisory 3,000 — 3,000 Total revenue from continued operations $ 5,186,205 $ 122,207 $ 5,308,412 Total revenue from discontinued operations — — — Gross profit $ 2,103,757 $ 110,187 $ 2,213,944 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASE COMMITMENTS | |
Schedule of future minimum lease commitments | Future minimum lease commitments are as follows on December 31, 2020: Gross Lease Year Ending December 31, Payment 2021 106,349 2022 112,730 2023 and thereafter 160,092 $ 379,171 Less: Present value adjustment (47,336) Operating lease liability $ 331,835 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of component of deferred tax assets | The component of deferred tax assets on December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Net operating loss carryforwards $ 612,553 $ 471,404 Allowance for bad debt 1,132,524 558,397 Accelerated Depreciation — — Allowance for deferred tax asset (797,011) (472,186) Deferred tax asset, net $ 948,066 $ 557,615 |
Schedule of provision for income taxes and deferred income taxes | The provision for income taxes and deferred income taxes for year ended December 31, 2020 and 2019 are as follows: For the year ended December 31, 2020 2019 Current: Federal $ — $ 35,867 State 2,088 28,535 Foreign — 33,535 Total current 2,088 97,937 Deferred: Federal (267,318) (75,785) State (181,594) (53,624) Foreign — — Total deferred (448,912) (129,409) Total $ (446,824) $ (31,472) |
Schedule of reconciliation of the provision for income taxes | A reconciliation of the provision for income taxes, with the amount computed by applying the statutory effective income tax rate for the year ended December 31, 2020 and 2019 is as follows: For the year ended December 31, 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 11.0 11.0 PRC statutory income tax rate 25.0 25.0 Non-deductible/ non-taxable items — — Total 57 % 57 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FINANCIAL INSTRUMENTS | |
Schedule of carrying value financial assets and liabilities | December 31, 2020 2019 Cash and cash equivalents of continuing operations $ 911,658 $ 1,035,395 Accounts receivable, prepaid expenses and other current assets 354,493 3,127,655 Other assets of discontinued operations — — Other financial liabilities (i) 3,579,624 4,147,871 Liabilities of discontinued operations $ — $ — (i) Accounts payable, accrued expenses and other current liabilities, advance from customers, and income tax payable. |
Schedule of financial assets and liabilities carried at fair value on a recurring basis | The financial assets and liabilities carried at fair value on a recurring basis on December 31, 2020 are as follows: Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents of continuing operations $ 911,658 $ — $ — $ 911,658 Cash and cash equivalents of discontinued operations — — — — Other financial assets of continuing operations — — — — Other financial assets of discontinued operations — — — — Total Financial assets $ 911,658 $ — $ — $ 911,658 Financial Liabilities Other liabilities of continuing operations $ 3,579,624 $ — $ — $ 3,579,624 Other liabilities of discontinued operations — — — — Total Financial Liabilities $ 3,579,624 $ — $ — $ 3,579,624 The financial assets and liabilities carried at fair value on a recurring basis on December 31, 2019 are as follows: Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents of continuing operations $ 1,035,395 $ — $ — $ Cash and cash equivalents of discontinued operations — — — — Other financial assets of continuing operations — — — — Other financial assets of discontinued operations — — — — Total Financial Assets $ 1,035,395 $ — $ — $ Financial Liabilities Other liabilities of continuing operations $ 4,147,871 $ — $ — $ Other liabilities of discontinued operations — — — — Total Financial Liabilities $ 4,147,871 $ — $ — $ |
Schedule of financial assets past due | The following table provides information regarding the aging of financial assets that are past due, but which are not impaired on December 31, 2020: Less than 90 days to Over Carrying 90 days 1 year 1 year Value Accounts receivable, net $ — $ 104,163 $ — $ 104,163 Other receivable $ — $ 37,504 $ — $ 37,504 Total accounts receivable, net $ — $ 141,667 $ — $ 141,667 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCK OPTIONS | |
Schedule of stock option activities | The following is a summary of stock option activities: Weighted- Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value Outstanding on December 31, 2019 3,200,000 $ 0.89 1.44 years $ — Granted — — — — Exercised — — — — Cancelled and expired — — — — Forfeited — — — — Outstanding on December 31, 2020 3,200,000 $ 2.45 2.87 years $ — Vested and expected to vest on December 31, 2020 3,200,000 $ 0.89 0.97 years $ — Exercisable on December 31, 2020 3,200,000 $ 0.89 0.97 years $ — |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS ACQUISITION | |
Schedule of consideration paid and the amounts of net assets acquired | The following table summarizes the consideration paid and the amounts of net assets acquired as of the date of acquisition: Fair value of net asset acquired (AIFI’s net identified assets) $ 120,000 Less: Fair value of consideration transferred (FMV of AEC’s 100k shares issued) (48,000) Fair value of noncontrolling interest (120k x 49%) (58,800) $ (106,800) Gain on bargain purchase $ 13,200 |
Schedule of estimated fair value of the assets acquired and liabilities assumed | Cash $ 94,425 Accounts receivable, net — R&D (Software development in progress) 25,428 Other current assets 812 Property and equipment 3,684 Total assets acquired on the book value $ 124,349 Other payables $ (4) Total liabilities assumed (4) Net assets acquired on the book value 124,345 Goodwill 139,725 Total purchase price $ 264,070 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
VARIABLE INTEREST ENTITY | |
Schedule of Consolidated Variable Interest Entities | December 31, 2020 ASSETS Cash and cash equivalents $ 137,222 Fixed Assets, Net 3,254 Prepaid expenses 7,159 Total assets $ 147,635 LIABILITIES Accounts payables and accrued expenses $ 5,849 Deferred revenue 6,687 Total Liabilities $ 12,536 December 31, 2020 Revenues $ 22,375 Income from Operations 20,733 Net Income $ (69,396) |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | Aug. 18, 2020USD ($)$ / sharesshares | May 01, 2019shares | Apr. 22, 2019 | Oct. 31, 2016USD ($)shares | May 31, 2014shares | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Jul. 13, 2018shares | Mar. 29, 2016CNY (¥) |
ORGANIZATION AND BUSINESS | |||||||||
Common Stock, Value, Issued | $ | $ 60,138 | $ 56,797 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,500,000 | ||||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ | $ 210,000 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 | ||||||||
Number of Marketing Segments | segment | 2 | ||||||||
Rongxia Wang [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
AEC New York | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Shares Exchanged By Shareholder | 200 | ||||||||
AEC Nevada [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Shares Exchanged By Shareholder | 10,563,000 | ||||||||
AEC Southern Management Co [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Qianhai Education Consulting Management Co., Ltd [Member] | Capital Units [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Common Stock, Value, Issued | ¥ | ¥ 5,000,000 | ||||||||
Shenzhen Zhongwei Technology Co., Ltd [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Number of Agreements Signed | $ | $ 4 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||
Number of shares agree to issue | 2,640,690 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.001 | ||||||||
Service Fee Paid (as a percent) | 100.00% | ||||||||
AEC Southern UK [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Temporary Equity, Shares Outstanding | 1,000,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Sold | 100.00% | 100.00% | |||||||
AEC Southern UK [Member] | AEC Nevada [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Temporary Equity, Shares Outstanding | 1,000,000 | ||||||||
American Institute Of Financial Intelligence LLC [Member] | |||||||||
ORGANIZATION AND BUSINESS | |||||||||
Equity Method Investment, Ownership Percentage | 51.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Tax benefits recognized, percentage | 50.00% | 50.00% | |
Gross Revenue | $ 342,499 | $ 5,308,412 | |
Percentage | 10.00% | 10.00% | 10.00% |
Marketing and advertising expenses | $ 74,321 | $ 317,248 | |
Income tax rate | 57.00% | 57.00% | 57.00% |
(Benefit) provision for income taxes | $ (446,824) | $ (31,472) | |
Acquired during period | ¥ 176,000 | 26,973 | |
Loss | $ 25,492 | ||
UNITED STATES | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Gross Revenue | $ 237,119 | $ 5,186,205 | |
People's Republic of China ("PRC") | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Income tax rate | 25.00% | 25.00% | |
Gross Revenue [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Gross Revenue | $ 104,000 | ||
Percentage | 30.00% | 30.00% | |
Accounts Receivable [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Accounts Receivable, Net | $ 238,000 | ||
Shenzhen Zhongwei Technology Co., Ltd [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of estimated useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Electronic equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Asset (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Software development | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired intangible asset useful life | 10 years |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Residual value rate | 0.00% |
Estimated useful lives (years) | 3 years |
ACCOUNTS RECEIVABLES (Details)
ACCOUNTS RECEIVABLES (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
ACCOUNTS RECEIVABLES | ||||
Accounts receivable | $ 3,717,282 | $ 5,479,473 | ||
Allowance for bad debts | $ (2,605,348) | $ (1,189,147) | (3,575,615) | (2,605,348) |
Accounts receivable, net | $ 141,667 | $ 2,874,125 | ||
Activity in the allowance for doubtful accounts | ||||
Balance, beginning of year | 2,605,348 | 1,189,147 | ||
Provision (net of recover) | 970,267 | 1,557,201 | ||
Amounts written off, net of recoveries | (141,000) | |||
Balance, end of year | $ 3,575,615 | $ 2,605,348 |
FIXED ASSETS, NET - Fixed Asset
FIXED ASSETS, NET - Fixed Assets, Net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (4,665) | $ (785) |
Fixed asset - net | 7,520 | 6,226 |
Electronic equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset - Gross | 11,313 | 6,194 |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset - Gross | $ 872 | $ 817 |
FIXED ASSETS, NET - Additional
FIXED ASSETS, NET - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
FIXED ASSET, NET | ||
Depreciation expense for fixed assets | $ 2,864 | $ 791 |
INTANGIBLE ASSET, NET - Gross C
INTANGIBLE ASSET, NET - Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Less: accumulated amortization | $ (608,768) | $ (460,588) |
Intangible asset - net | 124,046 | 272,226 |
Intangible asset: online campus system | ||
Intangible asset, gross | 612,814 | 612,814 |
Intangible asset: learning platform | ||
Intangible asset, gross | $ 120,000 | $ 120,000 |
INTANGIBLE ASSET, NET - Future
INTANGIBLE ASSET, NET - Future Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INTANGIBLE ASSET, NET | ||
2021 | $ 46,046 | |
2022 | 12,000 | |
2023 and after | 66,000 | |
Intangible asset - net | $ 124,046 | $ 272,226 |
INTANGIBLE ASSET, NET - Additio
INTANGIBLE ASSET, NET - Additional Disclosure (Details) | 12 Months Ended | ||
Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Amortization of Intangible Assets | $ 148,181 | $ 148,181 | |
Software Development in Progress of R&D | |||
Asset Impairment Charges | ¥ 176,000 | $ 26,973 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Dec. 31, 2020 | Aug. 18, 2020 | Dec. 31, 2019 |
Goodwill | $ 139,725 | $ 0 | |
Shenzhen Zhongwei Technology Co., Ltd [Member] | |||
Goodwill | $ 139,725 |
SECURITY DEPOSITS (Details)
SECURITY DEPOSITS (Details) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Security deposits | $ 23,297 | $ 285,041 | |
AEC New York | |||
Security deposits | 0 | ||
AEC Shenzhen | |||
Security deposits | ¥ 152,012 | $ 23,297 |
CONCENTRATION OF CREDIT AND B_3
CONCENTRATION OF CREDIT AND BUSINESS RISK (Details) | 12 Months Ended | |||
Dec. 31, 2020HKD ($) | Dec. 31, 2019 | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | |
CONCENTRATION OF CREDIT AND BUSINESS RISK | ||||
Cash, FDIC Insured Amount | $ 250,000 | |||
Cash, Uninsured Amount | $ 500,000 | ¥ 500,000 | ||
Concentration Risk, Percentage | 10.00% | 10.00% |
CONCENTRATION OF CREDIT AND B_4
CONCENTRATION OF CREDIT AND BUSINESS RISK - Customers Gross Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gross Revenue | $ 342,499 | $ 5,308,412 |
Percentage | 10.00% | 10.00% |
Gross Revenue [Member] | ||
Gross Revenue | $ 104,000 | |
Percentage | 30.00% | |
Accounts Receivable [Member] | ||
Total accounts receivable | $ 238,000 | |
Customer 1 [Member] | Gross Revenue [Member] | ||
Gross Revenue | $ 187,637 | $ 2,667,700 |
Percentage | 54.80% | 50.30% |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Total accounts receivable | $ 1,202,637 | $ 2,024,779 |
Percentage | 32.70% | 37.10% |
Customer 2 [Member] | Gross Revenue [Member] | ||
Gross Revenue | $ 1,141,900 | |
Percentage | 21.50% | |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Total accounts receivable | $ 1,588,520 | |
Percentage | 29.10% |
DISCONTINUED OPERATIONS - Class
DISCONTINUED OPERATIONS - Classes of Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 0 | $ 391 | $ 391 | |
Accounts receivable | 4,864,297 | 4,595,823 | ||
Allowance for doubtful account | (4,595,823) | (4,595,823) | ||
Deferred compensation | 0 | 916,668 | ||
Total assets of discontinued operation | $ 0 | 0 | 268,865 | 917,059 |
Current liabilities: | ||||
Accounts payable | 1,881,404 | 1,881,404 | ||
Other payables | 0 | 0 | ||
Total liabilities of discontinued operation | $ 0 | $ 0 | $ 1,881,404 | $ 1,881,404 |
DISCONTINUED OPERATIONS - Summa
DISCONTINUED OPERATIONS - Summarized Operating Result (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
May 01, 2019 | Dec. 31, 2018 | |
DISCONTINUED OPERATIONS | ||
Revenues | $ 0 | |
Cost of revenues | 0 | |
Gross profit | 0 | |
Operating expenses | $ (366,667) | (5,587,406) |
Other income (expenses), net | 4 | |
Loss before income tax | (366,667) | (5,587,402) |
Income tax expense (benefit) | (332,187) | |
Loss from discontinued operation | (366,667) | (5,255,215) |
Total loss from discontinued operations, net of income taxes | $ (366,667) | $ (5,255,215) |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Disclosure (Details) - USD ($) | May 01, 2019 | Apr. 22, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain from disposal of the discontinued operation, net of income taxes | $ 561,807 | |||
AEC Southern UK [Member] | ||||
Noncontrolling Interest, Description | AEC Nevada sold 100% of the equity interest in AEC Southern UK to three individuals, Ye Tian, Rongxia Wang and Weishou Li, and received a consideration of 1,000,000 shares of outstanding shares of AEC Nevada which was valued at $660,000 and the debt owed to AEC Southern UK | |||
Business Acquisition Percentage Of Voting Interests Sold | 100.00% | 100.00% | ||
Temporary Equity, Shares Outstanding | 1,000,000 | |||
Temporary Equity, Shares Outstanding Value | $ 660,000 | |||
Temporary Equity, Debt Owned | $ 268,475 | |||
Gain from disposal of the discontinued operation, net of income taxes | $ 561,808 |
SEGMENT REPORTING - Segment ass
SEGMENT REPORTING - Segment assets and liabilities of continuing and discontinued operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment revenue: | |||
Total revenue | $ 342,499 | $ 5,308,412 | |
Total revenue from discontinued operations | $ 0 | ||
Gross profit | 174,744 | 2,213,944 | |
SEGMENT REPORTING | |||
Segment assets | 2,824,098 | 7,433,868 | |
Segment liabilities | 4,141,737 | 6,215,375 | |
Continuing operations | |||
SEGMENT REPORTING | |||
Segment assets | 2,824,098 | 7,433,868 | |
Segment liabilities | 4,141,737 | 6,215,375 | |
UNITED STATES | |||
Segment revenue: | |||
Total revenue | 237,119 | 5,186,205 | |
Total revenue from discontinued operations | 0 | ||
Gross profit | 74,229 | 2,103,757 | |
SEGMENT REPORTING | |||
Segment assets | 2,106,006 | 6,661,058 | |
Segment liabilities | 2,695,097 | 5,249,953 | |
UNITED STATES | Continuing operations | |||
SEGMENT REPORTING | |||
Segment assets | 2,106,006 | 6,661,058 | |
Segment liabilities | 2,695,097 | 5,249,953 | |
BRITISH VIRGIN ISLAND | |||
Segment revenue: | |||
Total revenue | 105,380 | 122,207 | |
Total revenue from discontinued operations | 0 | ||
Gross profit | 100,515 | 110,187 | |
SEGMENT REPORTING | |||
Segment assets | 718,093 | 772,810 | |
Segment liabilities | 1,446,640 | 965,422 | |
BRITISH VIRGIN ISLAND | Continuing operations | |||
SEGMENT REPORTING | |||
Segment assets | 718,093 | 772,810 | |
Segment liabilities | 1,446,640 | 965,422 | |
Placement advisory [Member] | |||
Segment revenue: | |||
Total revenue | 105,380 | 1,264,107 | |
Placement advisory [Member] | UNITED STATES | |||
Segment revenue: | |||
Total revenue | 1,141,900 | ||
Placement advisory [Member] | BRITISH VIRGIN ISLAND | |||
Segment revenue: | |||
Total revenue | 105,380 | 122,207 | |
Career advisory [Member] | |||
Segment revenue: | |||
Total revenue | 236,612 | 3,153,605 | |
Career advisory [Member] | UNITED STATES | |||
Segment revenue: | |||
Total revenue | 236,612 | 3,153,605 | |
Career advisory [Member] | BRITISH VIRGIN ISLAND | |||
Segment revenue: | |||
Total revenue | 0 | ||
Student & Family advisory [Member] | |||
Segment revenue: | |||
Total revenue | 887,700 | ||
Student & Family advisory [Member] | UNITED STATES | |||
Segment revenue: | |||
Total revenue | 887,700 | ||
Student & Family advisory [Member] | BRITISH VIRGIN ISLAND | |||
Segment revenue: | |||
Total revenue | 0 | ||
Other advisory [member] | |||
Segment revenue: | |||
Total revenue | 507 | 3,000 | |
Other advisory [member] | UNITED STATES | |||
Segment revenue: | |||
Total revenue | $ 507 | 3,000 | |
Other advisory [member] | BRITISH VIRGIN ISLAND | |||
Segment revenue: | |||
Total revenue | $ 0 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
SEGMENT REPORTING | |
Number of Operating Segments | 2 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
DEFERRED REVENUE | ||
Deferred Revenue, Current | $ 101,687 | $ 215,500 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)shares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020CNY (¥) | Nov. 26, 2018$ / sharesshares | Nov. 13, 2018$ / shares | |
RELATED-PARTY TRANSACTIONS | ||||||||
Prepaid Expense Current | $ 253,530 | $ 212,826 | ||||||
Preferred Stock, Shares Issued | shares | 55,797,113 | |||||||
Due to Related Parties, Current | $ 98,433 | $ 0 | ||||||
Series B Preferred Stock | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Preferred Stock, Shares Issued | shares | 0 | 25,000,000 | 25,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Series B Preferred Stock | Chief Executive Officer [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Preferred Stock, Shares Issued | shares | 12,500,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||
Student Consulting [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Prepaid Expense Current | $ 48,000 | |||||||
Business Consulting Services [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Prepaid Expense Current | 50,000 | |||||||
Columbia International College, Inc [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Related Party Transaction, Rate | 34.00% | |||||||
Wall Street Innovation Center, Inc [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Related Party Transaction, Rate | 40.00% | |||||||
Stockholder [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Proceeds from Related Party Debt | $ 1,072,797 | $ 574,564 | ||||||
Due to Related Parties, Current | ¥ 3,000,000 | $ 498,223 | ||||||
Stockholder 2 [Member] | ||||||||
RELATED-PARTY TRANSACTIONS | ||||||||
Proceeds from Related Party Debt | $ 76,687 | $ 76,687 | $ 0 | |||||
Due to Related Parties, Current | ¥ | ¥ 500,000 | |||||||
Percentage of interest rate on loan borrowed from related party | 1.00% |
LONG-TERM LOAN (Details)
LONG-TERM LOAN (Details) - USD ($) | Apr. 24, 2020 | Nov. 10, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 01, 2020 | May 04, 2020 | Dec. 01, 2014 |
LONG-TERM LOAN | |||||||
Long-term Debt, Excluding Current Maturities | $ 313,275 | $ 0 | $ 295,579 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||
Repayments of Long-term Debt | $ 150,000 | ||||||
Interest Expense, Debt | $ 827 | $ 15,180 | |||||
Paycheck Protection Program Loan | |||||||
LONG-TERM LOAN | |||||||
Loan amount approved and received | $ 77,588 | ||||||
Interest rate (in percentage) | 1.00% | ||||||
Economic Injury Disaster Loan | |||||||
LONG-TERM LOAN | |||||||
Loan amount approved and received | $ 150,000 | ||||||
Interest rate (in percentage) | 3.75% | ||||||
Economic Injury Disaster Loan | AEC New York | |||||||
LONG-TERM LOAN | |||||||
Loan proceeds received | $ 9,000 |
LEASE COMMITMENTS - Future Mini
LEASE COMMITMENTS - Future Minimum Lease Commitments (Details) | Dec. 31, 2020USD ($) | May 31, 2019CNY (¥) | May 31, 2019USD ($) |
LEASE COMMITMENTS | |||
2021 | $ 106,349 | ||
2022 | 112,730 | ||
2023 and thereafter | 160,092 | ||
Total | 379,171 | ||
Less: Present value adjustment | (47,336) | ||
Operating lease liability | $ 331,835 | ¥ 2,793,341 | $ 399,048 |
LEASE COMMITMENTS - Additional
LEASE COMMITMENTS - Additional Disclosure (Details) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2019CNY (¥) | May 31, 2019USD ($) | Dec. 31, 2014ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Area of Land | ft² | 10,086 | |||||
Straight Line Rent | $ 34,065 | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 8.16% | 8.16% | ||||
Operating Lease, Right-of-Use Asset | $ 315,293 | $ 2,149,710 | ¥ 2,899,099 | $ 414,157 | ||
Operating Lease, Liability | 331,835 | ¥ 2,793,341 | $ 399,048 | |||
Operating Lease, Liability, Current | 82,997 | 331,670 | ||||
Operating Lease, Liability, Noncurrent | 248,838 | 2,067,504 | ||||
Operating Leases, Rent Expense | $ 386,763 | $ 494,921 | ||||
Unrelated Party [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease Expiration Date | Jul. 31, 2025 |
INCOME TAXES - Component of Def
INCOME TAXES - Component of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INCOME TAXES | ||
Net operating loss carryforwards | $ 612,553 | $ 471,404 |
Allowance for bad debt | 1,132,524 | 558,397 |
Accelerated Depreciation | 0 | 0 |
Allowance for deferred tax asset | (797,011) | (472,186) |
Deferred tax asset, net | $ 948,066 | $ 557,615 |
INCOME TAXES - Provision For In
INCOME TAXES - Provision For Income Taxes And Deferred Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ 35,867 |
State | 2,088 | 28,535 |
Foreign | 0 | 33,535 |
Total Current | 2,088 | 97,937 |
Deferred: | ||
Federal | (267,318) | (75,785) |
State | (181,594) | (53,624) |
Foreign | 0 | 0 |
Total deferred | (448,912) | (129,409) |
Income Tax Expense (Benefit) | $ (446,824) | $ (31,472) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of The Provision For Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Tax at federal statutory rate | 21.00% | 21.00% |
State and local taxes, net of federal benefit | 11.00% | 11.00% |
PRC statutory income tax rate | 25.00% | 25.00% |
Non-deductible/ non-taxable items | 0.00% | 0.00% |
Total | 57.00% | 57.00% |
FINANCIAL INSTRUMENTS - Summari
FINANCIAL INSTRUMENTS - Summarizes Carrying values (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 911,658 | $ 1,035,395 |
Liabilities | 3,579,624 | 4,147,871 |
Continuing operations | ||
Cash and cash equivalents | 911,658 | 1,035,395 |
Accounts receivable, prepaid expenses and other current assets | 354,493 | 3,127,655 |
Other financial liabilities | $ 3,579,624 | $ 4,147,871 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value on A Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets, Fair Value Disclosure | ||
Total Financial assets | $ 911,658 | $ 1,035,395 |
Liabilities, Fair Value Disclosure | ||
Total Financial Liabilities | 3,579,624 | 4,147,871 |
Continuing operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 911,658 | 1,035,395 |
Other financial assets | 0 | |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 3,579,624 | 4,147,871 |
Discontinued operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | |
Other financial assets | 0 | |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 0 | |
Level 1 | ||
Assets, Fair Value Disclosure | ||
Total Financial assets | 911,658 | 1,035,395 |
Liabilities, Fair Value Disclosure | ||
Total Financial Liabilities | 3,579,624 | 4,147,871 |
Level 1 | Continuing operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 911,658 | 1,035,395 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 3,579,624 | 4,147,871 |
Level 1 | Discontinued operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | 0 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 0 | 0 |
Level 2 | ||
Assets, Fair Value Disclosure | ||
Total Financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Total Financial Liabilities | 0 | 0 |
Level 2 | Continuing operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | 0 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 0 | 0 |
Level 2 | Discontinued operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | 0 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 0 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure | ||
Total Financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Total Financial Liabilities | 0 | 0 |
Level 3 | Continuing operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | 0 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | 0 | 0 |
Level 3 | Discontinued operations | ||
Assets, Fair Value Disclosure | ||
Cash and cash equivalents | 0 | 0 |
Other financial assets | 0 | 0 |
Liabilities, Fair Value Disclosure | ||
Other liabilities | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS - Financi
FINANCIAL INSTRUMENTS - Financial Assets Past Due (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL INSTRUMENTS | ||
Accounts receivable, net | $ 104,163 | |
Other receivable | 37,504 | |
Total accounts receivable, net | 141,667 | $ 2,874,125 |
Less than 90 days | ||
FINANCIAL INSTRUMENTS | ||
Accounts receivable, net | 0 | |
Other receivable | 0 | |
Total accounts receivable, net | 0 | |
90 days to 1 year | ||
FINANCIAL INSTRUMENTS | ||
Accounts receivable, net | 104,163 | |
Other receivable | 37,504 | |
Total accounts receivable, net | 141,667 | |
Over 1 year | ||
FINANCIAL INSTRUMENTS | ||
Accounts receivable, net | 0 | |
Other receivable | 0 | |
Total accounts receivable, net | $ 0 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
STOCK OPTIONS | |||
Shares, Outstanding on Beginning | 3,200,000 | ||
Shares, Granted | 0 | ||
Shares, Exercised | 0 | ||
Shares, Cancelled and expired | 0 | ||
Shares, Forfeited | 0 | ||
Shares, Outstanding on Ending | 3,200,000 | 3,200,000 | |
Shares, Vested and expected to vest on December 31, 2020 | 3,200,000 | ||
Shares, Exercisable on December 31, 2020 | 3,200,000 | ||
Weighted Average Exercise, Outstanding on Beginning | $ 0.89 | ||
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 on Ending | 2.45 | $ 0.89 | |
Weighted Average Exercise Price, Vested and expected to vest on December 31, 2020 | 0.89 | ||
Weighted Average Exercise Price, Exercisable on December 31, 2020 | $ 0.89 | ||
Weighted- Average Remaining Contractual Life, Outstanding | 0 years | 0 years | |
Weighted- Average Remaining Contractual Life, Vested and expected to vest on December 31, 2020 | 0 years | ||
Weighted- Average Remaining Contractual Life, Exercisable on December 31, 2020 | 0 years | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Vested and expected to vest on December 31, 2020 | 0 | ||
Aggregate Intrinsic Value, Exercisable on December 31, 2020 | 0 | ||
Estimated fair value of options | $ 0 | $ 0 | |
Compensation expense | $ 1,250,000 |
COMMON STOCK (Details)
COMMON STOCK (Details) | May 31, 2019USD ($)shares | Jul. 10, 2018USD ($)$ / sharesshares | Jan. 31, 2020shares | Nov. 26, 2018USD ($) | Aug. 31, 2018USD ($)shares | Aug. 31, 2018shares | Dec. 31, 2020HKD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 18, 2020$ / sharesshares | Nov. 26, 2018CNY (¥) | Nov. 26, 2018$ / shares | Nov. 06, 2018shares | Jul. 13, 2018 |
Class of Stock [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||||||||||
Stock To Be Issued During Period Shares Issued for Services And Employees | 433,000 | 700,000 | 15,000 | 448,000 | ||||||||||
Stock To Be Issued During Period Shares Issued for Services | 200,000 | |||||||||||||
Stock To Be Issued During Period Value Issued For Services | $ | $ 62,000 | |||||||||||||
Stock to be Issued During Period Value Issued for Services and Employees | $ | $ 199,840 | $ 7,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 127,606 | |||||||||||||
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 | 450,000,000 | |||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | |||||||||||||
Treasury stock at cost (in dollars per share) | $ / shares | $ 0.66 | $ 0.66 | ||||||||||||
Previously Reported [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Stock, Shares Authorized | 180,000,000 | |||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | |||||||||||||
CCFH Investment [Member] | Share Issuance Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Equity Method Investments | ¥ | ¥ 5,000,000 | |||||||||||||
Consideration received upon issuance of common stock | $ 1,000,000 | $ 127,606 | ||||||||||||
American Institute Of Financial Intelligence LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.48 | |||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 100,000 | |||||||||||||
American Institute Of Financial Intelligence LLC [Member] | FIFPAC Inc [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||
Shenzhen Zhongwei Technology Co., Ltd [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.001 | |||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||
Number of shares agree to issue | 2,640,690 | |||||||||||||
China Cultural Finance Holdings Company Limited [Member] | Share Issuance Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 7,199,113 | |||||||||||||
Treasury stock at cost (in dollars per share) | $ / shares | $ 0.10 |
SERIES B PREFERRED STOCK (Detai
SERIES B PREFERRED STOCK (Details) - USD ($) | Nov. 26, 2018 | Nov. 03, 2018 | Nov. 26, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2018 |
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 55,797,113 | ||||||
Common Stock, Shares, Issued | 59,137,803 | ||||||
Preferred Stock, Shares Subscribed but Unissued | 25,000,000 | ||||||
Preferred Stock Convertible Conversion price | $ 1 | ||||||
Preferred Stock, Voting Rights | 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 is entitled to 20 votes per share. | ||||||
Share-based Compensation | $ 1,250,000 | ||||||
Exchange Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 7,500,000 | 7,500,000 | |||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 25,000,000 | 0 | |||||
Preferred Stock, Shares Subscribed but Unissued | 50,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Series B Preferred Stock | Mr Max P Chen [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 12,500,000 | 12,500,000 | |||||
Share-based Compensation | $ 12,500,000 | ||||||
Series B Preferred Stock | Exchange Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 12,500,000 | ||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 12,500,000 | 12,500,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Series A Preferred Stock | Exchange Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible Preferred Stock Number of Shares Converted | 500,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
BUSINESS ACQUISITION - Consider
BUSINESS ACQUISITION - Consideration Paid And The Amounts of Net Assets Acquired (Details) - American Institute Of Financial Intelligence LLC [Member] | Jul. 10, 2018USD ($) | Jul. 10, 2018USD ($) |
BUSINESS ACQUISITION | ||
Fair value of net asset acquired (AIFI's net identified assets) | $ 120,000 | $ 120,000 |
Fair value of consideration transferred (FMV of AEC's 100k shares issued) | (48,000) | (48,000) |
Fair value of noncontrolling interest (120k x 49%) | (58,800) | (58,800) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | (106,800) | (106,800) |
Gain on bargain purchase | $ 13,200 | $ 13,200 |
BUSINESS ACQUISITION - Estimate
BUSINESS ACQUISITION - Estimated fair value of the assets acquired and liabilities assumed (Details) - USD ($) | Dec. 31, 2020 | Aug. 18, 2020 | Dec. 31, 2019 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 139,725 | $ 0 | |
Shenzhen Zhongwei Technology Co., Ltd [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash | $ 94,425 | ||
R&D (Software development in progress) | 25,428 | ||
Other current assets | 812 | ||
Property and equipment | 3,684 | ||
Total assets acquired on the book value | 124,349 | ||
Other payables | (4) | ||
Total liabilities assumed | (4) | ||
Net assets acquired on the book value | 124,345 | ||
Goodwill | 139,725 | ||
Total purchase price | $ 264,070 |
BUSINESS ACQUISITION - Addition
BUSINESS ACQUISITION - Additional Disclosure (Details) - USD ($) | Aug. 18, 2020 | Jul. 10, 2018 | Jul. 10, 2018 | Dec. 31, 2020 | Jul. 13, 2018 |
Equity Method Investment, Ownership Percentage | 51.00% | ||||
American Institute Of Financial Intelligence LLC [Member] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||
Shares Issued, Price Per Share | $ 0.48 | $ 0.48 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | |||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 13,200 | $ 13,200 | |||
American Institute Of Financial Intelligence LLC [Member] | FIFPAC Inc [Member] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||
Shenzhen Zhongwei Technology Co., Ltd [Member] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||
Shares Issued, Price Per Share | $ 0.001 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Number of shares agree to issue | 2,640,690 | ||||
Shares at, per share | $ 0.001 | ||||
Shenzhen Zhongwei Technology Co., Ltd [Member] | Ding Xiang (Shenzhen) Investment Co., Ltd. [Member] | |||||
Number of shares agree to issue | 2,640,690 | ||||
Aggregate value of share under agreement | $ 264,070 | ||||
Shares at, per share | $ 0.1 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
ASSETS | ||
Cash and cash equivalents | $ 911,658 | $ 1,035,395 |
Fixed Asset, Net | 7,520 | 6,226 |
Prepaid expenses | 212,826 | 253,530 |
LIABILITIES | ||
Accounts payables and accrued expenses | 2,321,811 | 2,867,133 |
Deferred revenue | 101,687 | 215,500 |
Total liabilities | 4,141,737 | 6,215,375 |
Revenues | 342,499 | 5,308,412 |
Income from Operations | (3,446,223) | (1,866,759) |
Net Income | 2,753,652 | $ 1,265,180 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
ASSETS | ||
Cash and cash equivalents | 137,222 | |
Fixed Asset, Net | 3,254 | |
Prepaid expenses | 7,159 | |
TOTAL ASSETS | 147,635 | |
LIABILITIES | ||
Accounts payables and accrued expenses | 5,849 | |
Deferred revenue | 6,687 | |
Total liabilities | 12,536 | |
Revenues | 22,375 | |
Income from Operations | 20,733 | |
Net Income | $ (69,396) |