-UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

~~January~~March 237, 2018

(Date of Report)

~~October~~January 1829, ~~2017~~2018

(Date of Earliest Reported Event)

AMERICATOWNE, ~~Inc~~INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware		000-55206		46-5488722
(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 ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting ~~Material~~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. ☒

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SECTION 51 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Appointment~~International ofTrade ~~Andre~~Center ~~Chaslin~~Service asProvider ~~Executive Vice President for Export & Europe Operations~~Agreements

~~On January 11, 2018, the~~ AmericaTowne, Inc., a Delaware corporation (the “Company”), has entered into ana ~~Employment,~~series ~~Lock-Up~~of International Trade Center Service Provider Agreements and ~~Options~~United ~~Agreement~~States ~~with~~Trade ~~Andre~~Center ~~Chaslin~~Service Provider Agreements (the “~~Chaslin~~Trade Center Agreements”, or singularly, the “Trade Center Agreement”). ~~referred~~As todisclosed ~~herein~~in asprior filings, the general purpose behind the Trade Center Agreements is for the specific “~~Chaslin~~Service ~~Employment~~Provider,” defined under the Trade Center Agreement, to support the operations of the Company’s programs in a specific geographical area.” As a Service Provider, the party ~~Chaslin~~represents ~~will~~to ~~serve~~the asCompany that the individual or his related entity has distinct experience working with individuals and businesses who may be candidates for the Company’s ~~Executive~~operations ~~Vice~~and ~~President~~business, including but not limited to, experience assisting businesses and entrepreneurs who may be candidates for ~~Export~~occupancy &and ~~Europe~~participation ~~Operations~~in an AmericaTowne community, or facilitating the acquisition of goods and performing services to the Company, securing funding (credit lines, loans and loan guarantees), insurance, supplier and export contracts and other related services that could assist candidates in conducting business with the Company. These services are referred to in similar and previously disclosed agreements as “Support Services.”

~~Chaslin~~In isconsideration ~~originally~~for ~~from~~the ~~France.~~Service HeProvider isentering ainto ~~resident~~the ofTrade ~~the~~Center ~~United~~Agreement, ~~States.~~the Heparties ~~owned~~agree ~~and~~to ~~operated~~form a ~~successful~~joint ~~new~~venture ~~car~~limited liability ~~dealership~~company ~~for thirty-five~~ (~~35)~~or ~~years~~similarly structured entity upon consent of the parties) in ~~New~~which ~~York.~~the ~~Chaslin~~Service ~~received~~Provider would be issued a specific ~~variety~~percentage of ~~awards~~equity ~~throughout~~and ~~his~~would ~~career~~deploy its resources in furtherance of an AmericaTowne community in a given geographical area. ~~After~~Each ~~retiring~~party ~~from~~has ~~his~~agreed ~~car~~to ~~dealership~~a ~~operations~~mutual compensation schedule, which is incorporated into the Trade Center Agreements resulting ~~Chaslin~~in ~~joined~~a fully integrated and materially definitive agreement. The reader is directed to the ~~Company~~exhibits asfor ~~Vice~~the ~~President~~full copy of ~~Export/Import~~the ~~and~~Trade Center ~~Europe~~Agreements ~~Operations~~executed by the Company.

~~The~~International ~~term~~Trade ofCenter ~~the~~Service ~~Chaslin~~Provider ~~Employment~~ Agreement ~~is three~~ (3)Paul ~~years,~~N. ~~which may be extended by one (1~~Maluvengi) year additional terms at the Company’s option. In exchange for his services, Chaslin will be issued 120,000 shares of the Company’s restricted common stock. The full terms of Chaslin’s compensation are outlined in the Employee Compensation Schedule, attached to the Chaslin Employment Agreement as Exhibit A. The Chaslin Employment Agreement is attached hereto as an Exhibit.

~~Appointment~~On ofJanuary ~~Brian~~29, ~~Eberhart~~2018, asthe ~~Vice~~Company ~~President~~entered into a Trade Center Agreement with Paul N. Maluvengi (“Maluvengi”) for ~~Procurement~~operations of ~~Services~~a trade center in Saskatchewan, Canada (the “Maluvengi Agreement”). Prior to execution, Maluvengi was not an affiliate or beneficial shareholder of the Company, or vendor or creditor to the Company. Unless terminated early pursuant to Section 1 of the Maluvengi Agreement, the Maluvengi Agreement terminates on December 31, 2021. The Company retains the option to extend the Maluvengi Agreement to December 7, 2025 provided written notice is given prior to October 31, 2021.

OnFor ~~October~~the ~~18,~~services ~~2017~~provided by Maluvengi, the Company ~~entered~~retains ~~into~~the anoption ~~Employment~~to pay a fee equal to 1% to 13% of the gross value of all funds, insurance, ~~Lock-Up~~loans and ~~Options~~or ~~Agreement~~guarantees charged and collected from those businesses and individuals participating or contracting with the ~~Brian~~Company’s ~~Eberhart~~export ~~(“Eberhart”)~~program. The Company has granted Maluvengi a stock award of 25,000 shares of the Company’s restricted ~~referred~~stock to ~~herein~~be asissued on or after the ~~“Eberhart~~one-year ~~Employment~~anniversary of the execution of the Maluvengi Agreement.” ~~Eberhart~~Starting on March 31, 2018, provided Maluvengi has met the agreed upon production schedule, the Company will ~~serve~~pay asMaluvengi a monthly stipend of $1,600 solely at the discretion of the Company’s. ~~Vice~~The ~~President~~Company has also issued a stock option to Maluvengi to purchase 25,000 shares of common stock in the Company at $1.50 per share for ~~Procurement~~each ~~Services~~year the Maluvengi Agreement is in effect for up to five years to be exercised by or before December 31st of the given year.

Eberhart received a marketing degree from the University of Central Florida. He is a United States citizen and resides in Raleigh, North Carolina. Eberhart worked in the automotive industry for over twenty (20) years, specializing in the procurement of heavy equipment, trucks, and automobiles for large national accounts. Eberhart is responsible for all product contracted acquisitions deemed for export. Eberhart has worked as a consultant for the Company since 2015.-2-

~~The~~Maluvengi ~~term~~has ofagreed ~~the~~to ~~Eberhart~~pay ~~Employment~~the ~~Agreement~~Company isa asnonrefundable ~~follows:~~service ~~the~~fee ~~term~~of ~~commences~~$55,000 ~~ninety~~ (~~90) days after~~ the ~~Effective~~“Maluvengi ~~Date~~Service ofFee”). ~~the~~The ~~Eberhart~~Maluvengi ~~Employment~~Service ~~Agreement;~~Fee ~~during~~is ~~said~~paid ~~time,~~for ~~there~~deliverables ~~will~~including bethe aformation ~~three-month~~and ~~temporary~~registration ~~period.~~of ~~If Eberhart successfully completes~~ the ~~three-month temporary~~joint ~~period~~venture entity, and the ~~Eberhart~~delivery ~~Employment~~of marketing ~~Agreement~~materials ~~will~~to ~~continue~~be ~~for~~used ~~three~~by ~~(3) years~~Maluvengi. ~~Thereafter,~~The ~~the~~Maluvengi ~~Eberhart~~Service ~~Employment~~Fee ~~Agreement may~~is to be ~~extended~~paid byas ~~one~~follows: ~~(1)~~$2,000 ~~year~~upon ~~additional~~execution ~~terms~~of at the Maluvengi ~~Company’s~~Agreement ~~option.~~and Inmonthly ~~exchange~~payments ~~for~~of ~~his~~$500 ~~services,~~a ~~Eberhart~~month ~~will~~for ~~be issued~~sixty-two ~~20,000~~(62) ~~shares~~months ofwith the ~~Company’s~~first ~~restricted~~monthly ~~common~~payment ~~stock.~~due ~~The~~on ~~full~~March 27, ~~terms~~2018. ofAfter ~~Eberhart’s compensation are outlined in~~ the ~~Employee~~sixty ~~Compensation~~monthly ~~Schedule~~payments, ~~attached~~Maluvengu towill ~~the~~make ~~Eberhart~~two ~~Employment~~monthly ~~Agreement~~payments ason ~~Exhibit~~the A.sixty-first ~~The~~and ~~Eberhart~~sixty-second ~~Employment Agreement~~month isof ~~attached hereto as an Exhibit~~$11,500.

~~Appointment~~SECTION of8 Du– ~~Jixiang~~OTHER ~~as Executive Sales & Marketing Manager—China~~ EVENTS

OnItem ~~November 1, 2017, the Company, entered into an Employment, Lock-Up and Options Agreement with Du Jixiang a/k/a Allen Miller (“Miller”) referred to herein as the “Miller Employment Agreement~~8.”01 ~~Miller~~– ~~will~~Other ~~serve as the Company’s Executive Sales & Marketing Manager—China.~~Events

AOn ~~native~~March of5, 2018 the ~~China~~Company ~~residing~~issued ina ~~Chizhou,~~Press ~~Anhui,~~Release ~~Miller~~outlining ~~has worked in~~ the ~~eyeglasses~~Company’s ~~industry~~new ~~for~~Insider ~~over~~Trading ~~five~~Policy. ~~(5)~~The ~~years,~~Press ~~focusing~~Release, onalong with the ~~production~~documents ~~details~~mentioned oftherein, ~~eyeglasses~~are toattached ~~control~~hereto ~~and customer demand for products. Miller has worked~~ as ~~a sales manager for the Company since 2017~~Exhibits.

~~The~~SECTION ~~term~~9 of– ~~the~~FINANCIAL ~~Miller~~STATEMENT ~~Employment~~AND Agreement is as follows: the term commences ninety (90) days after the Effective Date of the Miller Employment Agreement; during said time, there will be a three-month temporary period. If Miller successfully completes the three-month temporary period, the Miller Employment Agreement will continue for three (3) years. Thereafter, the Miller Employment Agreement may be extended by one (1) year additional terms at the Company’s option. In exchange for his services, Miller will be issued 10,000 shares of the Company’s restricted common stock. The full terms of Miller’s compensation are outlined in the Employee Compensation Schedule, attached to the Miller Employment Agreement as Exhibit A. The Miller Employment Agreement is attached hereto as an Exhibit.EXHIBITS

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	Exhibit	Description
	10.1	~~Employment,~~International ~~Lock-Up~~Trade ~~and~~Center ~~Options~~Service Provider Agreement (~~Chaslin~~Paul N. Maluvengi)
	10.2	Employment, Lock-Up and Options Agreement (Eberhart)
	99.1	Press Release Regarding Insider Trading Policy
	10.3	Employment, Lock-Up and Options Agreement (Miller)
	99.2	Board Resolution (AmericaTowne)
	99.3	Board Resolution (ATI Modular)
	99.4	Insider Trading Policy
	99.5	Memorandum

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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, INC.
By:	/s/ Alton Perkins
Name:	Alton Perkins
Title:	Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary
Dated:	January 23, 2018

AMERICATOWNE, INC.

By: /s/ Alton Perkins

Alton Perkins

Chairman of the Board, President, Chief Executive

Officer, Chief Financial Officer, Secretary

Dated: March 7, 2018

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Filing Compare · AMERICATOWNE Inc.