ATMO AmericaTowne Holdings Inc (CE)

Item 8.01 Other Events

Cooperative Agreement – Xuzhou City, Jiangsu Province, Jia Wang District People Government

On February 24, 2017, ATI Modular Technology Corp., a Nevada 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”). The Cooperative Agreement is not definitive until the compensation and commission schedules are agreed upon no later than April 15, 2017. However, the Company believes disclosure of the Cooperative Agreement is important to security holders.

Under the terms of the Cooperative Agreement, the Company and Xuzhou City have agreed to cooperate in good faith under the relevant laws and regulations of the People’s Republic of China to develop and construct a modular plant in the Jiangsu Xuzhou Industrial Park using US-based technology and equipment in providing green low carbon buildings and facilities for governmental and private use, and more specifically, for the construction of private sector using to meet the deman of modular construction initiatives in Jinagsu Xuzhou. The parties have agreed to utilize the Company’s resources to construct the AmericaTowne community set forth in a similar cooperative agreement between Xuzhou City and the Company’s affiliate and controlling shareholder – AmericaTowne, Inc., a Delaware corporation (“ATI”). This related cooperative agreement has been included in this Form 8-K as an exhibit.

Under the Cooperative Agreement, subject to performance of certain condition precedents by both parties, the Company has agreed to provide an investment in the amount of approximately $20,000,000 to $30,000,000 in fixed assets, equipment, technology and/or cash to develop the modular facility for use throughout southeastern China, and to provide technology and equipment from the United States for the modular plant. The Company may not be able to raise the funds set forth in the Cooperative Agreement. In return, Xuzhou City will serve as a liaison with the local and national governments, identify communities and locations suitable for the Company’s modular buildings, and identify businesses involved in construction trades, as well as suppliers participating in modular construction. If the Company fails to raise the funds set forth in the Cooperative Agreement, there is the possibility that the anticipated definitive agreements will not be executed.

The reader is directed to the specific agreements attached hereto for further information.