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AMERICATOWNE Inc. Form 8-K: Current report

AMERICATOWNE Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-07-10: Form 8-K; Period of report 2018-07-10; Description 8.01 Other Events; Details 8.01.
  • 2018-06-04: Form 8-K; Period of report 2018-05-29; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2018-03-07: Form 8-K; Period of report 2018-01-29; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2018-01-23: Form 8-K; Period of report 2017-10-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-07-108-K2018-07-108.01 Other Events8.01 Effective July 26, 2018, the Company shall be deemed merged with Holdings resulting in all future financial reporting and periodic disclosures of the Company ceasing.ati_8k.htm
2018-06-048-K2018-05-291.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (“AmericaTowne,” or the “Company”) has entered into three material definitive agreements with three separate county governmental entities in the Republic of Kenya.ati8k_siyaya.htm
2018-03-078-K2018-01-291.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) has entered into a series of International Trade Center Service Provider Agreements and United States Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).
8.01 On March 5, 2018 the Company issued a Press Release outlining the Company’s new Insider Trading Policy.
at-8kmaluvengi.htm
2018-01-238-K2017-10-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 11, 2018, the AmericaTowne, Inc., a Delaware corporation (the “Company”), entered into an Employment, Lock-Up and Options Agreement with Andre Chaslin (“Chaslin”) referred to herein as the “Chaslin Employment Agreement.” Chaslin will serve as the Company’s Executive Vice President for Export & Europe Operations.at8k.htm
2017-12-298-K/A2017-12-281.01 Entry into a Material Definitive Agreement1.01 On February 3, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) had disclosed that it had entered into an International Trade Center Service Provider Agreement with Alice W. Mwangi (“Mwangi”) for operations in Mombasa, Kenya (the “Mwangi Agreement”) on January 28, 2017.mwang_8k.htm
2017-12-088-K2017-11-081.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into a United States Trade Center Provider Agreement with Elizah Wanjiru Wainaina for operations in San Francisco, California (the “Wainaina Agreement”).ati_8k.htm
2017-11-148-K/A2017-11-071.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On February 16, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) had executed an Exporter Services Agreement (“Agreement”) with Blessed Autos, a wholesale automobile dealer doing business in Durham, North Carolina (“Blessed Autos”).
3.02 The Company and Mrs. Ubezona entered into a Stock Purchase Agreement for the purchase of 38,667 shares of restricted common stock in the Company for $58,000 pursuant to Section 4(a)(2) of the Securities Act of 1933.
5.02 On September 29, 2017, the Company and Mrs. Ubezonu entered into an Employment, Lock-Up and Options Agreement for her employment as “Vice President of Operations” (the “Ubezonu Employment Agreement”).
ati8ka_blessed-auto.htm
2017-11-078-K2017-08-301.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) has entered into a series of International Trade Center Service Provider Agreements and United States Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).ati_8k.htm
2017-10-138-K2017-08-281.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) has entered into a series of International Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).at8k_20171004.htm
2017-08-298-K2017-08-291.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) has entered into a series of International Trade Center Service Provider Agreements and United States Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).at8k_20170829.htm
2017-07-198-K2017-07-198.01 Other Events8.01 On July 19, 2017, AmericaTowne, Inc., a Delaware corporation (“AmericaTowne”), along with its subsidiary ATI Modular Technology Corp., a Nevada corporation (“ATI Modular”) released a joint Press Release titled “AmericaTowne and ATI Modular Announce License to Operate in Anhui Province.” The purpose of the Press Release was to announce that the companies’ related entity, Anhui Ao De Xin Modular New Building Material Co., Ltd. (“Anhui Modular”), received its charter and license to operate its business in the Anhui Province, China.at8k_20170719.htm
2017-07-198-K2017-07-171.01 Entry into a Material Definitive Agreement1.01 On July 7, 2017, the Company executed an Exporter Services Agreement (“Global Agreement”) with Global Entrepreneurship Solutions, a Ghana Corporation doing business at P.O. Box CT3827 Cantonments, Accra in Ghana (“Global”).atmo8k_20170719.htm
2017-07-148-K2017-06-205.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On July 6, 2017, a majority of the shareholders of AmericaTowne, Inc., a Delaware corporation (the “Company”) authorized the Board of Directors to amend the Company’s Articles of Incorporation to ratify the earlier amendment regarding the increase in the authorized number of common shares from 100,000,000 to 200,000,000 with a par value of $0.0001 per share, and to authorize a split of its shares of common stock on a one-to-four basis effective July 27, 2017, or at such time after the Company’s Schedule 14C filed with the Commission and the notice provisions associated therewith having passed.
8.01 On June 29, 2017, the Company and its subsidiary, ATI Modular Technology Corp., a Nevada corporation (“ATI Modular”), entered into an Agreement and Plan of Merger, which once closed, will result in a combination of their respective businesses into ATI Holdings, Inc., a Nevada corporation (“ATI Holdings”).
at8k_20170714.htm
2017-06-288-K2017-06-201.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 AmericaTowne, Inc., a Delaware corporation (“AmericaTowne” or “Company”) has entered into a series of Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).
5.02 On June 21, 2017, the Company entered into the First Amended Employment Agreement (“Amended Employment Agreement”) with Alton Perkins, the Company’s Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and Secretary (“Perkins”).
5.03 On June 19, 2017, a majority of the Shareholders of the Company executed a Consent of Shareholders in Lieu of Meeting (“Shareholder Consent”), authorizing the Board of Directors to amend the Company’s Articles of Incorporation to increase the authorized number of common shares from 100,000,000 to 200,000,000 with a par value of $0.0001 per share.
8.01 On June 23, 2017, the Company released a Press Release titled “Subsidiaries of AmericaTowne, Inc. Complete FINRA Company-Related Actions.” The purpose of the Press Release was to announce that the Company’s subsidiaries, ATI Modular Technology Corp. f/k/a Global Recycle Energy, Inc., a Nevada corporation (“ATI Modular”), and ATI Nationwide Holdings Corp. f/k/a EXA, Inc., a Florida corporation (“ATI Nationwide”) finalized their company-related actions with the Financial Industry Regulatory Authority, formalizing their respective name changes and symbol changes.
at8k_20170627.htm
2017-04-128-K2017-03-271.01 Entry into a Material Definitive Agreement1.01 On March 27, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into an International Trade Center Service Provider Agreement with Mabiala Phuati Josue (“Josue”) for operations in the Democratic Republic of Congo (the “Josue Agreement”).at8k20170411.htm
2017-02-288-K2017-02-248.01 Other Events8.01 On February 24, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into a Cooperative Agreement (the “Cooperative Agreement”) with Xuzhou City, Jiangsu Province, Jia Wang District People Government (hereinafter referred to as “Xuzhou City”).ati8k20170224_1503.htm
2017-02-228-K2017-02-161.01 Entry into a Material Definitive Agreement1.01 On February 16, 2017, the Company executed an Exporter Services Agreement (“Agreement”) with Blessed Autos, a wholesale automobile dealer (license no. 0073651) (“Blessed Autos”), which conducts business at 2726 Croasdale Drive, Suite 205 in Durham, NC 27705.at8k2017022_1022.htm
2017-02-138-K2016-12-201.01 Entry into a Material Definitive Agreement1.01 On February 10, 2017, the Company executed an Exporter Services Agreement with Simple Consulting, SARL (“Simple Consulting”) an entity doing business in Ivory Coast (the “Simple Consulting Agreement”).at8k20170213_1140.htm
2017-02-078-K2017-02-011.01 Entry into a Material Definitive Agreement1.01 On January 28, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into an International Trade Center Service Provider Agreement with Simon Essi (“Essi”) for operations in Yaounde in the Republic of Cameroon (the “Essi Agreement”).at8k20170206_1652.htm
2017-02-038-K2017-01-281.01 Entry into a Material Definitive Agreement1.01 On January 28, 2017, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into an International Trade Center Service Provider Agreement with Alice W. Mwangi (“Mwangi”) for operations in Mombasa, Kenya (the “Mwangi Agreement”).at8k20170202_1443.htm
2017-01-208-K2016-12-201.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc., a Delaware corporation (the “Company”) has entered into a series of International Trade Center Service Provider Agreements (the “Trade Center Agreements”, or singularly, the “Trade Center Agreement”).at8k20170116_1731.htm
2016-12-238-K/A2016-12-221.01 Entry into a Material Definitive Agreement1.01 On July 5, 2016, the Company entered into a Master Joint Venture and Operational Agreement (the “Joint Venture Agreement”) with Nationwide Microfinance Limited, a Ghanaian corporation (“Nationwide”).at8k20161222.htm
2016-12-208-K2016-12-181.01 Entry into a Material Definitive Agreement1.01 On December 18, 2016, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the “Company”) executed an Exporter Services Agreement with Rays of Joy Health Care, LLC, a North Carolina limited liability company (“Rays of Joy”) doing business at 2726 Croasdale Drive, Suite 205 in Durham, North Carolina 27705 (the “Rays of Joy Agreement”).at8k201612201331.htm
2016-12-078-K2016-11-211.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On November 21, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into an International Trade Center Service Provider Agreement with Mr. Bangoura Djibril, an individual located in Conakry, Guinea, (the “Guinea Trade Center Agreement”).
5.02 On November 28, 2016, the Company entered into Employment, Lock-Up and Options Agreements with Arhibald Ihegaranya and Watson Salapo to serve as the Company’s Vice Presidents for Marketing.
ati8k201612061508.htm
2016-11-228-K/A2016-06-261.01 Entry into a Material Definitive Agreement1.01 On June 21, 2016, AmericaTowne, Inc. (the “Company”) entered into a Cooperative Agreement with the Shexian County Investment Promotion Bureau (the “Shexian County Bureau”) out of Shexian, China (hereinafter, the “AT/Shexian Cooperative Agreement”).at8ka20161122.htm
2016-10-288-K/A2016-10-262.01 Completion of Acquisition or Disposition of Assets2.01 On July 5, 2016, the Company entered into a Master Joint Venture and Operational Agreement (the “Joint Venture Agreement”) with Nationwide Microfinance Limited, a Ghanaian corporation (“Nationwide”).at8k20161027.htm
2016-10-278-K2016-10-262.01 Completion of Acquisition or Disposition of Assets2.01 On July 5, 2016, the Company entered into a Master Joint Venture and Operational Agreement (the “Joint Venture Agreement”) with Nationwide Microfinance Limited, a Ghanaian corporation (“Nationwide”).at8k20161027.htm
2016-10-208-K2016-10-198.01 Other Events8.01 On October 19, 2016, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the “Company”) terminated the offering set forth in the registration statement on Form S-1 and related prospectus, which had been deemed effective on November 5, 2015 (referred to herein as the “Offering”).at8k20161019.htm
2016-10-138-K2016-10-101.01 Entry into a Material Definitive Agreement1.01 On October 3, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into the following purchase agreements subject to certain closing contingencies: (a) Stock Purchase Agreement between the Company, as “Buyer,” Carson Holdings, LLC, a Utah limited liability company, as “Seller,” and EXA, Inc., a Florida corporation on the OTC:Pinks (EXAI), as the “Company,” and (b) Stock Purchase Agreement between the Company, as “Buyer,” Joseph C. Passalaqua, as “Seller”, and EXA, Inc., as the “Company” (collectively, the “Stock Purchase Agreements” ).atform8k20161010.htm
2016-08-048-K/A2016-06-061.01 Entry into a Material Definitive Agreement1.01 On June 6, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) purchased the majority and controlling interest in Global Recycle Energy, Inc., a Nevada corporation (“GREI”) through the acquisition of 100,000,000 shares of restricted common stock from Joseph Arcaro (“Arcaro”).at8ka20160728.htm
2016-07-148-K2016-06-281.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On June 28, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into a Modular Construction & Technology Services Agreement (the “Services Agreement”) with its majority-owned subsidiary and related party, ATI Modular Technology Corp., a Nevada corporation (“ATI”).
5.02 On July 10, 2016, the Company entered into an Employment, Lock-Up and Options Agreement with Ying Cheng (“Cheng”) to serve as its Managing Director for Business Development in China (the “Employment Agreement”).
at8k20160713_v1.htm
2016-06-288-K2016-06-261.01 Entry into a Material Definitive Agreement1.01 On June 21, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) entered into two agreements with the Shexian County Investment Promotion Bureau (the “Shexian County Bureau”) out of Shexian, China (hereinafter, the “Cooperative Agreement”) – (a) Cooperative Agreement related to the building of modular construction and development, and (b) Cooperation Agreement related to the construction of an AmericaTowne location, as disclosed in prior filings by the Company, in advancing tourism in the Hanwang mountains.at8kca20160628_v1.htm
2016-06-078-K2016-06-061.01 Entry into a Material Definitive Agreement1.01 On June 6, 2016, AmericaTowne, Inc., a Delaware corporation (the “Company”) purchased the majority and controlling interest in Global Recycle Energy, Inc., a Nevada corporation (“GREI”) through the acquisition of 100,000,000 shares of restricted common stock from Joseph Arcaro (“Arcaro”).at8kgrei20160607.htm
2016-05-268-K/A2016-05-188.01 Other Events8.01 AmericaTowne, Inc. amends its earlier disclosures regarding those agreements attached hereto as exhibits to include the specific compensation schedules referenced in the original disclosures.at8k20160519.htm
2016-05-248-K2016-05-201.01 Entry into a Material Definitive Agreement1.01 On May 20, 2016, AmericaTowne, Inc. (the "Company") entered into a Consulting, Confidentiality and Restrictive Covenant Agreement (the “Agreement”) with Andre Chaslin, whose address is 4605 Tollington Drive in Raleigh, North Carolina 27604 (“Chaslin”) to develop a comprehensive support plan for the development of a state of the art International Trade Center Complex designed to support its export and international trade program and its export trade platform.at8k20160523.htm
2016-05-188-K2016-05-179.01 Financial Statements and Exhibitsat8k20160517.htm
2016-05-098-K2016-05-091.01 Entry into a Material Definitive Agreement1.01 On April 25, 2016, AmericaTowne, Inc. (the “Company”) entered into an Exporter Services Agreement with FEMEB Nigeria Limited (“FEMEB”), a private company registered under the laws of the Federal Republic of Nigeria, doing business at 21 Coker Road, Ilupeju in Lagos, Nigeria (the “FEMEB Agreement”).at8k20160509.htm
2016-04-128-K2016-03-211.01 Entry into a Material Definitive Agreement1.01 On March 28, 2016, AmericaTowne, Inc. (the “Company”) entered into an Exporter Services Agreement with Golden Venture LLC (“Golden”), a North Carolina limited liability company doing business at 1241 Sappony Drive, Unit 206 in Knightdale, North Carolina (the “Golden Agreement”).at8k20160411.htm
2016-04-048-K2016-03-081.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On March 8, 2016, AmericaTowne, Inc. (the "Company") entered into an agreement with Clarke Associates, LLC, a Florida limited liability company located at 3157 Egremont Drive in West Palm Beach, Florida 33406 (“Clark”) to develop a comprehensive business plan in support of the Company’s EB-5 Project development.
5.02 On March 22, 2016, the Company entered into an Employment, Lock-Up and Options Agreement (the “Agreement”) with Lilian Nekesa Mabonga to serve as the Company’s Executive Vice President of Business Development.
at8k20160404.htm
2016-03-028-K2016-02-271.01 Entry into a Material Definitive Agreement1.01 On February 26, 2016, AmericaTowne, Inc. (the “Company”) entered into an Exporter Services Agreement with Hosana Home Healthcare Services, Inc. (“Hosana”), a Pennsylvania corporation doing business at 18 Campus Boulevard, Suite 100 in Newtown Square, Pennsylvania (the “Hosana Agreement”).at8k20160302v1.htm
2016-02-058-K2016-02-041.01 Entry into a Material Definitive Agreement1.01 - Entry into a Material Definitive Agreement.at8kislandtransferv2.htm
2016-02-058-K2016-02-041.01 Entry into a Material Definitive Agreement1.01 - Entry into a Material Definitive Agreement.at8kartisanv1.htm
2016-01-298-K/A2016-01-271.01 Entry into a Material Definitive Agreement1.01 On June 30, 2015, AmericaTowne, Inc. (the “Company”) entered into an Exporter Services Agreement with KCC Construction, Inc., a North Carolina corporation (the “KCC Agreement”).at8kkccv1.htm
2016-01-258-K2015-01-151.01 Entry into a Material Definitive Agreement1.01 On January 15, 2016, AmericaTowne, Inc. (the “Company”) entered into a United States Trade Center Agreement (the “Trade Center Agreement”) with Quintus A. MacDonald, an individual (“MacDonald”) located at 5504 Tanglewood Pine Lane in Raleigh, North Carolina 27610 (the “MacDonald Trade Center Agreement”).at8k20160122v2.htm
2015-12-248-K2015-12-191.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc. (the “Company”) entered an Exporter Services Agreement with Millenia Systems Limited (“Millenia”), doing business at Nelleon Place, Rhapta Road, P. O. Box 28027 -00100 in Nairobi, Kenya (the “Millenia Agreement”) on December 19, 2015.at8kv1.htm
2015-12-188-K/A2015-12-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 15, 2015, AmericaTowne, Inc. (the “Company”) entered into an Employment, Lock-Up and Options Agreement (the “Agreement”) with Mr. Juan Mendez to serve as the Company’s Vice President for Marketing USA Latin America and Latino Markets.jm8kv2.htm
2015-12-178-K2015-12-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 15, 2015, AmericaTowne, Inc. (the “Company”) entered into an Employment, Lock-Up and Options Agreement (the “Agreement”) with Mr. Juan Mendez to serve as the Company’s Vice President for Marketing USA Latin America and Latino Markets.jm8kv1.htm
2015-12-108-K2015-12-041.01 Entry into a Material Definitive Agreement1.01 On December 4, 2015, AmericaTowne, Inc. (the “Company”) engaged Direct Transfer, LLC, a Delaware limited liability company and wholly-owned subsidiary of Issuer Direct Corporation, a Delaware corporation, to serve as the Company’s transfer agent.id8kv2.htm
2015-11-128-K2015-11-071.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc. (the "Company") entered into an Exporter Services Agreement with an effective date of November 7, 2015 with Stinson Enterprises, Inc., a North Carolina corporation doing business at 314 E Chatham Street in Apex, North Carolina 27502 USA (the "Stinson Agreement").a1v3.htm
2015-11-068-K2015-11-051.01 Entry into a Material Definitive Agreement1.01 AmericaTowne, Inc. (the "Company") entered into an Exporter Services Agreement with an effective date of November 6, 2015 with Love Your Wool, Inc., a Georgia corporation, doing business at 294 Boulder Park Lane SW in Atlanta, Georgia 30331 USA (the "Love Your Wool Agreement").a1v2.htm
2015-10-158-K2015-10-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 12, 2015, the Company entered into an Employment, Lock-Up and Options Agreement (the "Agreement") with Mr. Qingjun Wang to serve as the Company's Manager of Corporate Operations China.a1.htm
2015-10-098-K2015-10-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 7, 2015, the Company entered into an Employment, Lock-Up and Options Agreement (the "Agreement") with Ms. Lindsey Moore to serve as the Company's Vice President for Marketing USA Eastern Region.a1.htm
2015-10-018-K2015-10-011.01 Entry into a Material Definitive Agreement1.01 On September 28, 2015, AmericaTowne, Inc. (the "Company") entered into an Exporter Services Agreement with Rocker Electrical Company, Limited ("Rocker") with a mailing address for notice purposes of doing business at P.O. Box 40989 - 80100 Mombasa, Kenya (the "Rocker Agreement").a1.htm
2015-09-288-K2015-09-251.01 Entry into a Material Definitive Agreement1.01 On September 25, 2015, AmericaTowne, Inc. (the "Company") entered into an Exporter Services Agreement with Mwaka Aircraft Services, LLC, a North Carolina limited liability company ("MAS") doing business at 1212 Bishopton Way in Knightdale, North Carolina 27545 (the "MAS Agreement").a1.htm
2015-09-088-K2015-08-261.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On August 26, 2015, the Company entered into an Employment, Lock-Up and Options Agreement with Dr. Daniel K. Gatabaki to serve as the Company's Vice President for Marketing USA and Africa.
a1.htm
2015-08-208-K2015-08-201.01 Entry into a Material Definitive Agreement1.01 The Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to execute the Exporter Services Agreement between the Company and Hi-Esteem Inc., a North Carolina corporation ("Hi-Esteem") doing business at 6604 Virgilia Court in Raleigh, North Carolina 27616 effective August 18, 2015 (the "Hi-Esteem Agreement").a1.htm
2015-07-318-K2015-07-291.01 Entry into a Material Definitive Agreement1.01 The Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to enter into the Exporter Services Agreement between Landmark Auto Sales, Inc. a North Carolina corporation, doing business at 4605 Tollington Drive in Raleigh, North Carolina 27604 ("Exporter") dated July 28, 2015, (the "Landmark Auto Sales Agreement").a1.htm
2015-07-228-K2015-07-211.01 Entry into a Material Definitive Agreement1.01 On July 17, 2015, AmericaTowne, Inc. (the "Company") entered into a Memorandum of Understanding (the "MOU") with the Manhattan Institute of Management, a private higher learning institution, doing business at 110 William Street, 3rd Floor in New York, New York 10038, and entered into the Manhattan Institute of Management Agency Agreement (the "MIM Agency Agreement") on the same date.a1.htm
2015-07-098-K2015-07-094.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 On or about July 6, 2015, in response to comment made by the Commission, the Board of Directors for AmericaTowne, Inc. (the "Company"), in consultation with management and its advisors, concluded that the Company's Form 10-K/A for fiscal year ending December 31, 2014 and Form 10-Q/A for the fiscal quarter ending March 31, 2015 failed to comply with ASC 605-45-45 in so far as these filings failed to reflect revenue equal to $141,921 and $129,425, respectively, which accounted for $194,034 in service fee revenues minus $52,113 for the costs of the revenues for the year ended December 31,2014 and $166,136 in service fee revenues minus $36,711 for the costs of the revenues for the three months ended March 31,2015.a1.htm
2015-07-098-K2015-07-091.01 Entry into a Material Definitive Agreement1.01 (a) Exporter Services Agreement dated June 29, 2015 between the Company and Chariot Group, LLC, a North Carolina limited liability company ("Chariot Group"), doing business at 3723 Phillips Way East in Durham, North Carolina 27713 (the "Chariot Group Agreement").a1.htm
2015-06-248-K2015-06-241.01 Entry into a Material Definitive Agreement1.01 The Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to execute the Exporter Services Agreement dated June 21, 2015 between the Company and Community and Global Learning Systems, LLC ("Global") doing business at 11408 Rosebud Bend Lane #331 in Glen Allen, Virginia 23059 (the "Global Agreement").a1.htm
2015-04-278-K2015-04-273.02 Unregistered Sales of Equity Securities; 8.01 Other Events8.01 The Company currently has 22,943,624 shares of common stock issued and outstanding.a1.htm
2015-04-068-K/A2015-04-061.01 Entry into a Material Definitive Agreement1.01 On January 8, 2015, AmericaTowne, Inc. (the "Company") and World Class International Development, Inc. ("World Class") entered into the Exporter Services Agreement (the "World Class Agreement") disclosed on Form 8-K on January 13, 2015 and was attached as Exhibit 10.3 thereto.a1.htm
2015-03-168-K/A2015-03-161.01 Entry into a Material Definitive Agreement1.01 On October 16, 2014, the Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to negotiate and execute the Exporter Services Agreement between the Company and Nadia Emhirech and/or her assigns (the "Nadia Agreement").a1.htm
2015-03-028-K/A2015-02-251.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 On June 18, 2014, the Company's sole shareholder, officer and director, Richard Chiang, entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation, a Nevada corporation ("Yilaime").
2.01 As described above under Item 1.01, the Company acquired assets from Yilaime in consideration of 3,000,000 shares of common stock in the Company pursuant to Section 351 of the United States Tax Code.
5.01 As set forth in its June 26, 2014 Form 8-K, following the execution of the Stock Purchase Agreement between Mr. Chiang and Yilaime.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2015-02-278-K2015-02-234.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 On or about January 23, 2015, in response to comment made by the Commission, the Board of Directors for AmericaTowne, Inc. (the "Company"), in consultation with management and its advisors, concluded that the Company's Form 10-Q for the period ending September 2014 failed to comply with paragraphs ASC 250-10-45-22 through 24, and 250-10-50-7 through 10.a1.htm
2015-02-058-K2015-02-051.01 Entry into a Material Definitive Agreement1.01 The Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to negotiate and execute the following agreements on behalf of the Company: (a) Exporter Services Agreement between the Company and Janssen's Farms Incorporated dated January 22, 2015, which supplements the prior agreement between the parties as set forth in earlier disclosures (the "Janssen's Agreement"), and (b) Exporter Services Agreement dated January 30, 2015 between the Company and Society Cooperative Pour Transaction Agricoles (SOCOOTRA) doing business at Agboville-Region de I Agneby Tiassa (RCI) 13 BP 129 Abidjan in Ivory Coast (the "SOCOOTRA Agreement").a.1.htm
2015-01-138-K2015-01-131.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities1.01 On January 8, 2015, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the "Company") authorized its Chairman of the Board to execute the Contribution Agreement between the Company and Yilaime Corporation, a Nevada corporation ("Yilaime"), a related party.
2.01 The Company has acquired all rights, title and interest in the assets set forth in Exhibit A to the Contribution Agreement.
3.02 The Company has issued 750,000 shares of its common stock to Yilaime in consideration of the Contribution Agreement.
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2014-12-118-K/A2014-12-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 As set forth in its recent filings with the United States Securities and Exchange Commission (the "SEC"), on June 18, 2014, the Company's sole shareholder, officer and director, Richard Chiang, entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation, a Nevada corporation ("Yilaime").
2.01 As described above under Item 1.01, the Company acquired assets from Yilaime in consideration of 3,000,000 shares of common stock in the Company pursuant to Section 351 of the United States Tax Code.
5.01 As set forth in its June 26, 2014 Form 8-K, following the execution of the Stock Purchase Agreement between Mr. Chiang and Yilaime.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2014-12-028-K/A2014-12-021.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On November 25, 2014, AmericaTowne, Inc., a Delaware corporation (the "Company") entered into an Employment, Lock-Up and Options Agreement with Mabiala T. Phuati to serve as the Company's Vice President Worldwide Operations effective retroactively to November 15, 2014.
3.02 In light of the agreements set forth in Item 1.01, the Company has issued 22,193,624 shares of restricted common stock.
8.01 As of the date of this filing, there were shares of common stock issued and outstanding.
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2014-11-268-K2014-11-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On November 25, 2014, AmericaTowne, Inc., a Delaware corporation (the "Company") entered into an Employment, Lock-Up and Options Agreement with Mabiala T. Phuati to serve as the Company's Vice President Worldwide Operations effective retroactively to November 15, 2014.
3.02 In light of the agreements set forth in Item 1.01, the Company has issued 22,193,624 shares of restricted common stock.
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2014-11-138-K/A2014-11-121.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 As set forth in its recent filings with the United States Securities and Exchange Commission (the "SEC"), on June 18, 2014, the Company's sole shareholder, officer and director, Richard Chiang, entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation, a Nevada corporation ("Yilaime").
2.01 As described above under Item 1.01, the Company acquired assets from Yilaime in consideration of 3,000,000 shares of common stock in the Company pursuant to Section 351 of the United States Tax Code.
5.01 As set forth in its June 26, 2014 Form 8-K, following the execution of the Stock Purchase Agreement between Mr. Chiang and Yilaime.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2014-10-308-K2014-10-301.01 Entry into a Material Definitive Agreement1.01 On October 16, 2014, the Board of Directors for AmericaTowne, Inc. (the "Company") authorized its Chairman of the Board and Chief Executive Officer, Alton Perkins, to negotiate and execute the following agreements on behalf of the Company: (a) Exporter Services Agreement between the Company and Nadia Emhirech and/or her assigns (the "Nadia Agreement"), and (b) Exporter Services Agreement between the Company and Janssen's Farms Incorporated, a North Carolina corporation (the "Jannsen's Agreement").a.1.htm
2014-10-288-K2014-10-281.01 Entry into a Material Definitive Agreement1.01 On October 27, 2014, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the "Company") authorized its Chairman of the Board to execute the Service Provider Agreement between the Company and Yilaime Corporation, a Nevada corporation ("Yilaime").a.1.htm
2014-10-108-K2014-10-101.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On October 8, 2014, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the "Company") authorized its Chairman of the Board to execute the Stock Exchange Agreement between the Company and Yilaime Corporation of NC, a North Carolina corporation ("Yilaime NC").
2.01 The Company has acquired all rights, title and interest in 10,848,178 shares of restricted common stock in Yilaime NC.
3.02 The Company has issued 3,616,059 shares of its common stock to Yilaime NC in consideration of 10,848,178 shares of restricted common stock in Yilaime NC.
8.01 As of the date of this filing, there were shares of common stock issued and outstanding.
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2014-09-238-K2014-09-221.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 As set forth in its recent filings with the United States Securities and Exchange Commission (the "SEC"), on June 18, 2014, the Company's sole shareholder, officer and director, Richard Chiang, entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation, a Nevada corporation ("Yilaime").
2.01 As described above under Item 1.01, the Company acquired assets from Yilaime in consideration of 3,000,000 shares of common stock in the Company pursuant to Section 351 of the United States Tax Code.
5.01 As set forth in its June 26, 2014 Form 8-K, following the execution of the Stock Purchase Agreement between Mr. Chiang and Yilaime.
5.06 As described in Item 2.01 of this filing, and pursuant to the disclosures made in the specific items herein, including contributed assets, customers, Letter of Interest from US Ex-IM Bank, and revenues generated, the Company is of the reasoned opinion that it is no longer a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
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2014-09-178-K2014-09-174.01 Changes in Registrant's Certifying Accountant4.01 (a) Dismissal of Independent Registered Public Accounting Firm.a.1.htm
2014-08-138-K2014-08-121.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities1.01 On August 11, 2014, the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the “Company”) authorized its Chairman of the Board to execute the Contribution Agreement between the Company and Yilaime Corporation, a Nevada corporation (“Yilaime”).
2.01 The Company has acquired all rights, title and interest in the assets set forth in Exhibit A to the Contribution Agreement; more specifically, (a) all right, title and interest in and to AmericaTowne® and AmericaStreet™ images, signatures, business plans, studies, analyses, likenesses and goodwill appurtenant thereto (including but not limited to those attached to Exhibit A to the Assignment Agreement); (b) certain rights of publicity in the trademark and registration of AmericaTowne®; (c) the name, image, likeness, signature and other elements of AmericaTowne® persona and identity; (d) all rights in and to AmericaTowne® name, other than those owned by the Company; (e) all rights, title and interest in any derivative or joint development programs using the Intellectual Property assigned herein; (f) historical contacts, business relationships, business expectancies, references and any other actual or perceived business interests in China; and (g) all common law and statutory rights in the foregoing.
3.02 The Company has issued 3,000,000 shares of its common stock to Yilaime in consideration of the Contribution Agreement.
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2014-08-088-K2014-07-161.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ameri8k8814.htm
2014-07-228-K2014-07-214.01 Changes in Registrant's Certifying Accountant4.01 (a) Dismissal of Independent Registered Public Accounting Firm.ameri8k.htm
2014-07-018-K2014-06-275.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 On June 27, 2014, the Registrant filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware to change the name of the Registrant AmericaTowne, Inc. The foregoing description of the Amendment to the Articles of Incorporation is qualified in its entirety by reference to the text of the Amendment attached as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.
5.07 On June 27, 2014, the Majority Stockholder of the Registrant approved to amend the Registrant’s Articles of Incorporation to change the name of the Registrant from ALPINE 5 Inc. to AmericaTowne, Inc. On that date, the officers of the Registrant were instructed to file such amendment with the State of Delaware, which amendment was effectively completed and the Registrant informed on June 27, 2014.
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2014-06-268-K2014-06-255.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On June 18, 2014, the sole officer and director of ALPINE 5 Inc. (the “Company”), Richard Chiang, entered into a Share Purchase Agreement (the “SPA”) pursuant to which he entered into an agreement to sell an aggregate of 10,000,000 shares of his shares of the Company’s common stock to Yilaime Corporation (“Yilaime”) at an aggregate purchase price of $40,000.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
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