ATMO AmericaTowne Holdings Inc (CE)

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”.

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.