UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
July 2, 2018
(Date of Report)
March 6, 2019
(Date of Amendment)
AMERICATOWNE HOLDINGS, INC.
f/k/a ATI Modular Technology Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(SEE EXPLANATORY NOTE BELOW)
| Nevada | 000-55699 | 81-3131497 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NO.) |
(IRS EMPLOYEE IDENTIFICATION NO.) |
4700 Homewood Court, Suite 100, Raleigh, North Carolina 27609
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(888) 406 2713
(ISSUER TELEPHONE NUMBER)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒
Explanatory Note Regarding Amendment
AmericaTowne Holdings, Inc. (the “Company”) files this amendment to its Form 8-K dated July 2, 2018 in order to provide additional disclosures regarding the material definitive agreements between the Company and the governmental entities identified herein. The Company provides these disclosures out of an abundance of caution and to ensure full transparency regarding the nature of the agreements with the identified government entities.
Explanatory Note Regarding Corporate Structure
AmericaTowne Holdings, Inc., a Nevada corporation (the “Company”) is the successor-by-name, through amendment to the Articles of Incorporation for ATI Modular Technology Corp. (OTC:ATMO). The Company is the post-merger survivor with its subsidiary, AmericaTowne, Inc. (“AmericaTowne”). The merger has been disclosed on definitive Schedule 14C filed with AmericaTowne and the Company, and thus the reader is directed to periodic disclosures on EDGAR by AmericaTowne and the Company. The merger shall be considered finalized on July 26, 2018 (twenty days after mailing, which is expected to occur on July 6, 2018). The agreements herein have been executed in the name of AmericaTowne; however, the rights, duties and obligations of AmericaTowne are those of the Company, therefore for purposes of the disclosures herein, reference to “AmericaTowne” should be interpreted as a reference to the Company.
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
The Company has entered into definitive procurement agreements with the following governmental entities in Kenya, Africa pursuant to the specific bid and approval procedures set forth by the particular administrative body for the governmental entity identified: (a) Siaya, (b) Busia, (c) Turkana, (d) Vihiga, (e) Kakamega, (f) Kisumu (g) Migori, and (h) Kericho. For example, most of the agreements disclosed in this Form 8-K are defined as “tenders,” or perhaps commonly referred to as “invoicing agreements,” where the scope of services and goods to be procured are set forth in governmental approval correspondence following meeting minutes, planning orders or committee hearings. The tenders were subsequently delivered to the Company for invoicing. Following invoicing, the governmental entity has a set period of time to pay under the invoice prior to performance of services by the Company. During the invoicing period, the Company prepares its staff and independent contractors to procure the proper goods or services required under the tender. The payment terms and conditions are set forth in the specific tenders, and thus the reader is directed to the agreements enclosed herein. The following chart sets forth the recently issued invoices pursuant to the tenders, which are defined herein as an “Agreement”.
| Invoice No. | Date of Invoice | Agreement | Amount of Invoice | Total Contract Amount |
| 1133 | July 2, 2018 | Siaya | $19,500,000 | $26,000,000 |
| 1135 | July 1, 2018 | Busia | $5,952,281 | $22,321,053 |
| 1137 | July 1, 2018 | Turkana | $9,523,809 | $23,809,522 |
| 1139 | July 1, 2018 | Turkana | $7,142,857 | $35,714,284 |
| 1141 | July 1, 2018 | Vihiga | $6,555,555 | $32,777,776 |
| 1143 | July 1, 2018 | Kakamega | $9,999,999 | $49,999,996 |
| 1145 | July 1, 2018 | Kakemega | $6,746,031 | $33,730,156 |
| 1147 | July 1, 2018 | Kisumu | $12,698,312 | $15,872,890 |
| 1149 | July 1, 2018 | Kisumu | $9,999,974 | $49,999,868 |
| 1151 | July 1, 2018 | Migori | $11,666,656 | $58,333,280 |
| 1153 | July 1, 2018 | Migori | $11,269,833 | $56,349,164 |
| 1155 | July 1, 2018 | Kericho | $15,238,091 | $76,190,456 |
| 1157 | July 1, 2018 | Kericho | $7,555,554 | $37,777,768 |
The Company believes a material definitive agreement exists as a result of the issuance of invoices pursuant to defined tenders. There are no pre-existing relationships between the Company (or its assumed name entities – AmericaTowne or ATI Modular Technology Corp., or its related company, ATI Nationwide Corp.) and the governmental entity issuing the tender, unless previously disclosed. The even-numbered invoices, e.g. 1134, 1136, etc., following the preceding odd-numbered invoice have been prepared for the second required payment under the tenders, but not issued as of the date of this filing. The Company has not, and cannot, guarantee the collectability of these invoices or any subsequent invoice issued against the above-referenced tenders, or any future tender or similar agreement with the same or other governmental entities.
The Company efforts are in line with the President Advisory Council on Conducting Business in Africa. The President’s council has targeted increased US business and trade opportunities in the countries of Ethiopia, Kenya, Côte d'Ivoire, and Ghana.
It should be noted that the process for receiving an award at the County level in most cases involves members of the County Government Assembly voting on and approving awards. The Speaker of the County Assembly advises the Company of the award. The contract covering the award is signed by the Governor of the County. At the National level, the Principal Secretary of the Treasury approves and signs the award on behalf of the National Government.
To ensure proper controls and the validity of actions, the Company met with Senior Commercial Specialists, U.S. Commercial Service, at the U.S. Embassy Nairobi, Kenya for coordination and guidance. The U.S. Commercial Service in Kenya offers assistance to businesses exporting U.S. made products and services to Kenya.
It is our understanding that all contracts signed by County and National Government must comply with Kenya Procurement Regulations which stipulates and assume additional clauses and requirements as a matter of law are included in all contracts signed by the County and National Government.
The contracts awarded vary in value and length ranging from one to four years. In most cases, the Company pays a local bank a cash bid guarantee on behalf of the County and or National Government awarding the contract ranging from 200,000 to 1,000,000 Kenya shillings. The bid guarantee allows the Company to negotiate advance payments with the appropriate County and or National Government.
The funds for the payment of the invoices for the contracts come from the County and or National Budget. Funds disbursed for the invoices for County and National contracts are approved by the National Treasury and disbursed by the National Bank of Kenya.
We have been advised that both the National Treasury as well as the National Bank of Kenya have approved the consolidated payment of all invoices, pending a final review by the Ministry of the Interior. We have been advised the Ministry of Interior is completing their review. Though there are no guarantees and we do not control the process, we expect payment on the invoices prior to the start of Kenya's fiscal year for 2019 which is July 1, 2019. If this payment date changes, we will update via Form 8K. Invoices, if any are paid, will be reflected on our financials after goods have been delivered.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On July 2, 2018, the Company issued a press release on the Agreements set forth herein.
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Siaya Agreement | |
| 10.2 | Busia Agreement | |
| 10.3 | Turkana Agreement | |
| 10.4 | Vihiga Agreement | |
| 10.5 | Kakamega Agreement | |
| 10.6 | Kisumu Agreement | |
| 10.7 | Migori Agreement | |
| 10.8 | Kericho Agreement | |
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICATOWNE HOLDINGS, INC., f/k/a ATI MODULAR TECHNOLOGY CORP.
By: /s/ Alton Perkins Alton Perkins Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary Dated: May 7, 2019 |
