AMERICATOWNE Inc. (Exact name of registrant as specified in its charter)
	Delaware		46-5488722
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	353 E. Six Forks Road Suite 270 Raleigh, NC		27609
	(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer [    ]	Accelerated filer [    ]
Non-accelerated filer [    ]	Smaller reporting company [ X ]

EXPLANATORY NOTE

AmericaTowne, Inc. (the "Company") files this Form 10-Q/A in order to rectify its earlier restatement to present revenue on a net basis. . The Company's Form 8-K, Item 4.02 filed on July 7, 2015 and Form 10-Q/A filed on July 17, 2015 and amended on August 10, 2015 werefiled with the intention to restate the financial statements to present revenue on a net basis. The above restatement is revoked after the Company's determination on its primary obligor role under the Exporter Service Agreements according to ASC-605-45-45.

There are further elaboration in this Form 10-Q/A regarding the Company's revenue recognition associated with its three separate and distinct deliverables - (a) Service Fee Process, (b) Transaction Fee Process and (c) Extension Fee Process. In addition, this Form 10-Q/A elaborates on the Company's accounts receivable process and allowance for doubtful accounts. The information in the First Quarter Report for 2015 is amended to read in its entirety as set forth in this Amendment. The related disclosure controls and procedures matters, the information in the First Quarter Report for 2015 and this Amendment has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since May 15, 2015, the date the First Quarter Report for 2015 was filed. Accordingly, the related disclosure controls and procedures matters, and all information disclosed in the First Quarter Report for 2015 and this Amendment are proper as of May 15, 2015. References made in this Amendment to "this Form 10-Q" mean this Amendment on Form 10-Q/A unless the context requires otherwise.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	5
	Balance Sheet as of March 31, 2015 (Unaudited) and December 31, 2014	6
	Statement of Operations for the three months ended March 31, 2015 (Unaudited)	7
	Statement of Cash Flows for the three months ended March 31, 2015 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II
Item 1.	Legal Proceedings	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
Signatures		22

Financial Statements	PAGE
Balance Sheet as of March 31, 2015 and December 31, 2014	6
Statement of Operations for the three months ended March 31, 2015	7
Statement of Cash Flows for the three months ended March 31, 2015	8
Notes to Financial Statements	9

	March 31,	December 31,
	2015	2014
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$        11,991	$        16,403
Accounts receivable, net	260,795	143,132
Accounts receivable, net - related parties	4,408
Prepayment-current	644	644
Total Current Assets	277,838	160,179
Prepayment-non current	8,647	8,808
Property, plant and equipment, net	6,932	-
Goodwill	40,331	40,331
Total Assets	$        333,748	$        209,318
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$        24,224	$        26,539
Deferred revenues-current	4,542	4,542
Income tax payable	15394	15394
Total Current Liabilities	44,160	46,475
Deferred revenues-non current	61926	63062
Total Liabilities	106,086	109,537
Commitments & Contingencies
Shareholders' Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized;
none issued and outstanding	-	-
Common stock, $0.0001 par value; 100,000,000 shares authorized,
19,327,565 and 18,577,565 shares issued and outstanding	1,933	1,858
Additional paid-in capital	1,432,458	1,432,533
Deferred compensation	-1,269,619	-1,363,198
Retained Earnings	62,890	28,588
Shareholders' Equity	227,662	99,781
Total Liabilities and Shareholders' Equity	$        333,748	$        209,318

	March 31, 2015
Revenues
Sales	$        166,136
Services-related parties	50,000
	216,136
Cost of Revenues-Related Parties	36,711
Gross Profit	179,425
-
Operating Expenses
General and administrative	128,409
Professional fees	16,714
Total operating expenses	145,123
Income from operations	34,302
Provision for income taxes
Net Income
Earnings per share - basic and diluted	$        0.002
Weighted average shares outstanding- basic and diluted	19,144,232

	For the Three Months Ended
	March 31, 2015
Operating Activities:
Net income	$        34,302
Adjustments to reconcile net income to net cash provided by operations
Stock compensation	93,579
Bad debt provision	1,590
Changes in operating assets and liabilities:
Accounts receivable, net	(123,661)
Prepayment	161
Accounts payable and accrued expenses	(2,315)
Deferred revenues	(1,136)
Income tax payable	-
Net cash provided by operating activities	2,520
Investing Activities:
Purchase of fixed assets	(6,932)
Increase in cash and cash equivalents	(4,412)
Cash and cash equivalents at beginning of period	16,403
Cash and cash equivalents at end of period	$        11,991
Supplemental disclosure of cash flow information
Interest paid	$
Income taxes paid	$

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

AmericaTowne, Inc. (the "Company") was incorporated under the laws of the State of Delaware on April 22, 2014. The Company exited shell status on March 3, 2015. All prior disclosures set forth in filings during this quarter are incorporated herein by reference, including disclosures associated with related party transactions and affiliated shareholders and entities. The Company is engaged in exporting and consulting in the exporting of American made goods, products and services to China and Africa through strategic relationships in China and in the United States, which is referred to internally by the Company as the "AmericaTowne Platform". The Company's forward-looking vision is to create a physical location called AmericaTowne in China that incorporates business selling the "American experience" in housing, retail, senior care and entertainment.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto contained in its report on Form 10 K for the period from April 22, 2014 (inception) through December 31, 2014.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, 2015, and the results of its operations and cash flows for the three months ended March 31, 2015. The results of operations for the period ended March 31, 2015 are not necessarily indicative of the results to be expected for future quarters or the full year.

Accounting Method

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Property, Plant, and Equipment

Property, plant and equipment are initially recognized recorded at cost. Gains or losses on disposals are reflected as gain or loss in the period of disposal. The cost of improvements that extend the life of plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repairs and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

Office equipment

5 years

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company was established under the laws of the State of Delaware and is subject to U.S. federal income tax and Delaware state income tax. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. On March 31, 2015 and December 31, 2014, there is no deferred tax assets and liabilities. The Company had tax liability of $15,349 on March 31, 2015 and December 31, 2014.

Earnings per Share

In February 1997, the FASB issued ASC 260, "Earnings per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective (inception).

Basic earnings and net loss per share amounts are computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Segment Information

The standard, "Disclosures about Segments of an Enterprise and Related Information", codified with ASC 280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in business segment of marketing and sales in China while the Company's general administration function is performed in the United States. On March 31, 2015, all assets and liabilities are located in the United States where the income and expense has been incurred for the three months ended March 31, 2015.

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

Pushdown Accounting and Goodwill

Pursuant to applicable rules (FASB ASC 805-50-S99) the Company used push down accounting to reflect Yilaime Corporation's purchase of 100% of the shares of the Company's common stock. Richard Chiang, the Company's prior sole shareholder entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation effective upon the closing date of the Share Purchase Agreement dated June 26, 2014. Richard Chiang executed the agreement and owned no shares of the Company's common stock. This transaction resulted in Yilaime Corporation retaining rights, title and interest to all issued and outstanding shares of common stock in the Company.

The purchase cost for the agreement was $40,000. The Company used $40,000 as a new accounting basis for its net assets. Since there was no assets on the company's book on June 26, 2014, to make the company's net assets $40,000, the Company recorded $40,331 in goodwill ($40,331-$331=$40,000; $331 was a liability due to a related party). Therefore, in recognizing push down accounting, the Company's net asset increased by the amount reflected by Goodwill.

Revenue Recognition

The Company's revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of delivery to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

Services offered by AmericaTowne are provided as a separate accounting unit and meet the criteria as outlined in ASC 605-25-25.

For services provided the Company charges fees resulting in recognized revenue. These fees are linked to delivery processes called a Service Fee and a Transaction Fee. Additionally, under special circumstances the Company may charge an Extension Fee.

The Service Fee

A Service Fee is an independent accounting unit. The Service Fee is realized after the Service Fee process is completed and product and services focusing on the market analysis and demand are delivered. Upon delivery no further obligation exist. Revenue is recognized, and the Exporter is invoiced.

Pursuant to ASC 605-25-25 and ASC 605-25-50, in considering the appropriate timing of revenue recognition as well as accounting units, we consider a market analysis, review of proposed goods and services, expectations for supply and demand in the market, how to conduct export business in China, information on financing, the export tax savings programs, and selecting and assigning a sister tax saving company, and International Trade Center services and other services provided after the agreement has been signed as Service Fee deliverable and a separate accounting unit.

According to ASC 605-25-25 Revenue arrangements with multiple deliverables shall be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria as stipulated in ASC 605-25-25-5.

In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate multiple accounting units if: a) the delivered item or items have a value to the customer on a stand-alone basis. The items or items have a value on a stand-alone basis if any vendor can sell them separately or the customer could resell the delivered item on a stand-alone basis. The stand-alone basis does not require the existence of an observable market for the deliverables; and b) the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially.

The Service Fee deliverable meets the first criteria because it is considered to have standalone value because the customer could resell the services offered on a stand-alone basis. There are other International Trade Centers in China. While not providing US made goods and services, they do offer comparable services indicating that services could be resold to another customer. Also there are other companies that provide market analysis and tax and funding services. Additionally, the second criterion is met because there are no refund rights general or otherwise in the arrangement.

During the Service Fee Process, prior to an arrangement, the Company assesses whether collectability from the potential exporters is reasonably assured. The Company use factors similar to those that it determines whether a receivable has become a bad debt after a period of time. The Company reviews the exporter's financial condition, which is an indicator of both its ability to pay, and, in turn, whether or not revenue is realizable.

The ability to pay is an important criterion for entrance into an agreement with the exporter. If Management believes that the potential exporter does not have the ability to pay, normally an agreement is not entered into with the exporter.

If, at the outset an arrangement is entered into and the Company determines that the collectability of the revenue amount from the customer is questionable, then Management does not recognize revenue until it receives the amount due or conditions change so that collectability is now reasonably assured. If collectability is reasonably assured at the outset of an arrangement, but subsequent changes in facts and circumstances indicate collection from the customer is no longer probable, the amount is recorded as bad debt expense.

The Transaction Fee

The Transaction Fee is an independent accounting unit. During this process the exporter's goods and services are tested in the market; buyers or identified, deals or negotiated and the exporter products and services are delivered, and payment is made.

The Transaction fee deliverable includes the Exporters participation in three processes: 1) the Sample and Test Market Program; 2) Market Acceptance Program; and 3) Export Delivery Action. In the Sample and Test Market Program exporters products and services are tested in the market; sources of goods and services are confirmed; price indications are confirmed; and exporter and buyer matches occurs. In Market Acceptance the export deal is identified and negotiated. Finally in Export Delivery Action the goods or shipped and delivered and payment is made. The Transaction Fee is realized after the Transaction Fee process is completed and the deliverable is made. Upon completion no further obligation exist. Revenue is recognized, and the Exporter is invoiced.

Throughout the life of the agreement we expect exporters to complete multiple transactions. Each transaction is a separate process whose deliverable stands alone.

At the time an arrangement is signed, no Transaction Fee related revenues are recognized.

The Transaction Fee deliverable is considered a separate accounting unit. In reviewing the criteria for making this determination the first criteria is met because it is considered to have stand-alone value because the customer could resell the services offered on a stand-alone basis. There are other export consulting services and companies that offer comparable services indicating that services could be resold to another customer. Additionally, the second criterion is met because there are no refund rights general or otherwise in the arrangement.

If an exporter does not participate in the Transaction Fee Process - the deliverable is not completed, the customer is not invoiced, no fee is due and no revenue is recognized.

The Extension Fee

The Extension Fee is an independent accounting unit. The Extension Fee is a fee charged to those exporters who in rare cases for whatever reason fail to avail themselves of the Transaction Process. The Exporter has one-year to participate in the Sample and Test Market Program. Afterwards, provided no transaction has occurred and the Exporter agrees to pay a fee equal to 25% of the original Service fee within thirty (30) days (the "Extension Fee") then the Exporter can continue the Transaction Process. If the Extension Fee is not paid, the Exporter's participation and membership in the Sample and Test Program terminates. In the event of termination, the balance of any prior fees is still due and payable.

Provided that the Exporter agree to pay the Extension Fee and continues with the Transaction Process, at the end of the Transaction Process and Transaction Fee deliverable is made the Transaction Fee Process is completed. Upon completion no further obligation exist. Revenue is recognized, and the Exporter is invoiced for both the Extension Fee and the Transaction Fee.

At the time an arrangement is signed, no Extension Fee related revenues are recognized.

The further obligation to provide services under the Extension Fee Process would only apply if an Exporter failed to avail themselves to the Sample and Test Market Program, which is a part of the Transaction Fee Process. Upon completion of the Service Fee Process and the deliverable is made, no further obligation exist. The Exporter is invoiced, and revenue is recognized. During the Extension Fee Process, the Company has no obligation to provide a Service Fee Process deliverable. The deliverable would have been completed. Additionally, upon completion of the deliverable for the Transaction Fee Process, no further obligation would exist for the Extension Fee Process because the Exporter would have already availed themselves to and completed the Transaction Fee Process and received the deliverable.

The Extension Fee deliverable is considered a separate accounting unit. In reviewing the criteria for making this determination the first criteria is met because it is considered to have standalone value because the customer could resell the services offered on a stand-alone basis. There are other export consulting services and companies that offer comparable services indicating that services could be resold to another customer. Additionally, the second criterion is met because there are no refund rights general or otherwise in the arrangement.

In accordance with ASC 605-25-50, the company recognizes its responsibility to fully disclose in the accounting notes as well as elsewhere in its filings as appropriate, the separate accounting units; the nature of multiple delivery arrangements; the general timing of revenue recognition; the significant deliverables within the arrangements; performance, termination, cancellation, and refund type provisions.

Upon entry into its program, AmericaTowne Inc. provides all program services including market analysis, and demand, export life cycle game plan and other program services. The Company is developing a US International Import Trade Center Platform located on Meishan Island, Ningbo China. The facility will house AmericaTowne's Platform in an 18,000 square foot display facility. The facility is designed to assist exporters in completing the exporting life cycle. The costs of doing business after the agreement is signed through the AmericaTowne Platform will be reflected in the costs incurred by the Company's subsidiary in China. Additionally the Company anticipates opening Trade Center Support Service Centers in the US as these Centers are opened costs will be reflected appropriately.

The Company recognizes and confirms the requirements in ASC 225-10-S99-4/SAB Topic 5:T Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). All costs of the Company doing business including any costs incurred on its behalf by its shareholder or other economic interests reported pursuant to ASC 225-10-S99-4/SAB Topic 5:T.

There are two primary customer agreements currently offered to AmericaTowne clients - (a) Licensing, Lease and Use Agreement, and (b) Exporter Services Agreement, both of which are detailed in the Company's September 15, 2014 Form 8-K.

On two of its agreements involving the License fee, we have adjusted the agreements to reflect revenue recognition over the course of the term. Going forward, management will adjust its Occupancy agreement to reflect three specific fees: Service Fees, License Fees; and Royalty fees. These fees adequately address all cost associated with conducting business under the Occupancy Agreement.

Deferred revenues represent cash received.

The reverse of accounts receivable and related revenue is due to change of accounting policy for time to recognize revenue. This portion will be recognized over the term of the agreement rather than upon signing of the agreement.

The recognition of the Company's Service Fee, Transaction Fee and Extension Fee is not the typical Multiple-Deliverable Revenue Arrangement since each event has a separate fee. Revenue is recognized for the Service Fee, the Transaction Fee, and the Extension Fee in their respective amounts at the time of the deliverable.

The Company recognizes revenue on a gross basis.

Yilaime is a contractor to the Company. In general terms, pursuant to the Export Funding and Support Services and Occupancy Services Agreement Yilaime identifies and recruits potential exporters and occupants for program entry; potential goods or services that potential exporters and occupants may be capable of supplying; possible suppliers; and potential Funding Sources. Yilaime is responsible for establishing its costs to conduct business, which the Company's management assumes includes the costs for both successful as well as unsuccessful entrants.

In management's opinion we see this success-oriented approach to services provided by Yilaime as a typical business practice. For example the Company in its Export Education initiative has an agreement with an institution whereby the Company is compensated for the number of participants it successfully refers and enrolls in an education program. The company is not compensated for unsuccessful entrants and thus bares the costs, if any it incurs for this action.

The Company, either directly or through its facility in Meishan Island Ningbo China (as disclosed in prior filings), provides services that result fees and in the realization of revenue. The Company recognized revenue on a gross basis since it earns revenue from sales of service.

The Company expects to realize revenue for export funding and support, and franchise and license fees for United States support locations, and education initiatives. Additionally, if and when the Company further develops AmericaTowne, revenues would be expected to be recognized for (a) villa sales, rentals, timeshare and leasing; (b) hotel leasing and or operational revenues and sales; (c) theme park and performing art center operations, sales and/or leasing; and (d) senior care facilities, operations and or sales.

The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

Sales returns and allowances was $0 for the three months ended March 31, 2015.

Valuation of Goodwill

We assess goodwill for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing of the goodwill assigned to the reporting unit is required. However, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any.

In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of the reporting unit is less than its carrying amount, we proceed to the second step of the review process to calculate the implied fair value of the reporting unit goodwill in order to determine whether any impairment is required. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, we use industry and market data, as well as knowledge of the industry and our past experiences.

We base our calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, we use internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and our expectations.

We have had no goodwill impairment charges for the three months ended March 31, 2015, and as of March 31, 2015, the estimated fair value of each of our reporting units exceeded its' respective carrying amount by more than 100 percent based on our models and assumptions.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not created sufficient revenue to cover any operating losses it may incur. Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating of revenue through our business. However, there can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient revenue producing contracts. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	31-Mar	31-Dec
	2015	2014
Accounts receivable	$        274,753	$        155,500
Accounts receivable, net - related parties	4,408
Less: Allowance for doubtful accounts	(13,958)	(12,368)
Accounts receivable, net	$        265,203	$        143,132

Bad debt expense was $1,590 for the three months ended March 31, 2015.

Allowance for bad debt policy

Our bad debt policy is determined by the Company's periodic review of each account receivable for reasonable assurance of collection. Factors considered are the exporter's financial condition, past payment history if any, any conversations with the exporter about the exporter's financial conditions and any other extenuating circumstances. Based upon the above factors the Company makes a determination whether the receivable are reasonable assured of collection. Based upon our review if required we adjust the allowance for bad debt. As of December 31, 2014, based upon our limited history, we set what we considered a rate for allowance for bad debt of 5% of receivables with the understanding and intention of reviewing accounts and adjusting allowance for bad debts as we progress.

NOTE 5. SHAREHOLDER'S EQUITY

The Company incorporates by reference all prior disclosures for the period identified herein. See Part II, Item 6. The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2015:

• Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 19,327,565 shares issued and outstanding (see Note 9);
• Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.

NOTE 6. STOCK BASED COMPENSATION

On November 25, 2014, 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. The term of the agreement is one year with an option held by the Company to extend employment for another year. The Company has agreed to issue 477,198 shares of common stock to Mr. Phuati in consideration of his services during the term, and to the extent the Company has sufficient cash flow and capital, the Company may elect to include money compensation to Mr. Phuati for his services.

The Company entered into a similar agreement on November 21, 2014 with Alton Perkins to serve as the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer and Secretary. The term of Mr. Perkins' agreement is five years with the Company retaining an option to extend in one-year periods. In consideration for Mr. Perkins' services, the Company has agreed to issue to his designee, the Alton & Xiang Mei Lin Perkins Family Trust, 5,100,367 shares of common stock. The Company may elect in the future to include money compensation to Mr. Perkins or his designee for his services provided there is sufficient cash flow.

For the three months ended March 31, 2015, $93,579 of the above stock compensation were charged to operating expenses and $1,363,198 was recorded as deferred compensation,

NOTE 7. RELATED PARTY TRANSACTIONS

The Company entered into a Service Provider Agreement with Yilaime Corporation, a Nevada corporation ("Yilaime") and related party to the Company, i.e. majority shareholder, on October 27, 2014 (the "Service Agreement") wherein certain "Export Funding and Support Services" and "Occupancy Services," as defined therein, are provided to the Company in consideration for a fee. In addition to these fees, Yilaime has to pay an Operations Fee to the Company for exclusive rights. Alton Perkins is the Chief Executive Officer of the Company and is the majority shareholder and controlling person of Yilaime. The Company recognizes and confirms the requirements in ACS 850-10-50-6 to disclose all related party transactions between the Company and Yilaime, and any other related party transactions and or relationships.

The services provided by Yilaime are "success-oriented." Yilaime normally charges for success-oriented activity, for example, a successful referral of a customer for the benefit of the Company. The costs Yilaime incurs for providing services to the Company may not include all of the costs incurred by Yilaime. Under the Service Agreement, Yilaime is not compensated for all potential exporters but only successful entrants in the AmericaTowne program. There may be an occasion where Yilaime incurs costs for potential entrants who do not enter the program and the Company is not charged for these fees.

For the three months ended March 31, 2015, $36,711 is booked as Cost of Revenues for services Yilaime provided for Export Funding and Support Services and Occupancy Services, and $50,000 is booked as revenue for Operations Fees.

As of March 31, 2015, the Company has a $4,188 net accounts receivable from Yilaime.

The Company also has an office lease agreement with Yilaime. The lease agreement is valid from July 1, 2014 to July 1, 2015 with monthly rent of $900.

On January 8, 2015, the Board of Directors for the Company authorized its Chairman of the Board to execute the Contribution Agreement between the Company and Yilaime. Pursuant to the terms of the Contribution Agreement, in consideration for the issuance of 750,000 shares of common stock in the Company to Yilaime of which Alton Perkins is majority shareholder and has controlling interests, Yilaime is contributing to the operations of the Company certain assets previously acquired by Yilaime through an agreement with the Ningbo Meishan Free Trade Port Zone Administrative Committee dated April 1, 2014 (the "Meishan Agreement"). More specifically, the Company, as assignee of Yilaime's rights under the Meishan Agreement, shall receive certain incentives, preferential policies and financial support from Meishan in consideration of the Company meeting specific exporting benchmarks mutually agreed upon by the parties following good faith negotiations.

NOTE 8. COMMITMENT

The Company has entered a business agreement to establish operations in Meishan Island, China. The company is committed to pay $25,000 starting on or before December 31, 2015 for the related start-up cost to the individual who is responsible for establishing operations in Meishan Island, China.

NOTE 9. SUBSEQUENT EVENTS

On October 8, 2014, the Company entered into the Stock Exchange Agreement with Yilaime Corporation of NC, a North Carolina corporation and related party ("Yilaime NC"). Pursuant to the terms of the Stock Exchange Agreement, in consideration for the issuance of 3,616,059 shares of common stock in the Company to Yilaime NC, Yilaime NC conveyed 10,848,178 shares of its restricted common stock to the Company. The intent of the parties in executing and performing under the Stock Exchange Agreement is to effectuate tax-free reorganization under Section 368 of the Internal Revenue Code of 1986. 3,616,059 shares have not been issued by March 31, 2015. As set forth in the Form S-1 filed on May 12, 2015, these 3,616,059 shares are to be issued fractionally to the individual shareholders in Yilaime NC (who in turn would tender their Yilaime NC shares back to Yilaime NC) pursuant to the resolution discussed below. As of March 31, 2015 these shares were not issued. These shares of common stock were issued on May 14, 2015.

On April 24, 2015, the Board Directors authorized Yilaime NC to transfer 1,791,942 fractional shares of common stock to sixty-nine (69) shareholders as part of a restructuring of Yilaime NC. The Board of Directors approved this fractional issuance as being in the best interests of the Company. The shares associated with this issuance remain restricted under Rule 144 or until such time the shares are registered on Form S-1. The Board of Directors further authorized Yilaime NC to transfer 1,824,107 shares of common stock of the Company to Yilaime as part of a restructuring agreement between Yilaime NC and Yilaime (99% of shares of common stock held by Yilaime in Yilaime NC were tendered back to Yilaime NC). As of March 31, 2015 these shares were not issued. These shares of common stock were issued on May 14, 2015.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words "believe", "expect", "anticipate", "optimistic", "intend", "will", and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

General Description of Business

The Company incorporates by reference all prior disclosures for the period identified herein, more specifically, the Form 8-K filed on March 2, 2015. See Part II, Item 5.

As with any business plan that is aspirational in nature, there is no assurance we will be able to accomplish all of our objectives or that we will be able to meet our financing needs to accomplish our objectives.

Mission

"AmericaTowne is to be a world-class, globally respected and profitable company, providing value to its customers, the environment and the lives of the people we service." This statement is a forward-looking statement; however, the Company has already made strides in facilitating relationships intended to advance its mission.

The Company's aim is to provide upper and middle-income consumers in China with "Made In The USA" goods and services allowing customers to experience the United States' culture and lifestyle. In achieving this objective, our focus is on four initiatives:

(1)   The development of a United States International Trade Center in Meishan Ningbo China with employees and/or independent contractors focusing on advancing our initial business objective, which is to be the "go-to" place for all things "Made In The USA."

(2)   The development of upwards of 20 AmericaTowne communities in China with each community consisting of upwards of 50 United States based companies, and upscale hotels, villas, children theme parks, senior care and educational facilities - all based upon United States culture and lifestyle.

(3)   The development of an internet platform in Chinese to complement (1) and (2), above, focusing on importing "Made In The USA" goods and services to China through internet sales.

(4)   The development of franchise operations in the United States and internationally to support and advance the above-referenced initiatives.

These initiatives are admittedly aspirational in nature. Our intent is to accomplish the majority, if not all, of our initiatives, but there is no assurance we will or that our financing needs to meet our initiatives will be met.

The Company currently has 10 exporters in our export program. Our intention is to bring the United States International Trade Center in Meishan Ningbo China online in 2015. We expect to complete our initial trade operations with our exporters in 2015. In addition, our office in Raleigh, North Carolina is operational and serves as our base and model for our export franchise operations planned in the United States and other locations. The AmericaTowne Community planned in China and our Internet operations with Chinese websites planned are not yet operational. While we plan to have robust operations in the United States and international locations to support the AmericaTowne concept and trade center, we expect the bulk of our operations and revenue will come from China.

China's economy and its government impact our revenues and operations. While we have an agreement in place with the government in Meishan Ningbo China to operate the United States International Trade Center in Meishan Island China, there is no assurance that we will operate the center successfully. Additionally, the Company will need government approval in China to operate other aspects of our business plan. There is no assurance that we will be successful in obtaining approvals from government entities to operate other aspects of our business plan.

General Discussion

We plan to earn revenues and income, and generate cash, by focusing on our four core business operations and initiatives, as set forth above. At this point, the Company's revenue is generated from our Service Provider and Exporter Service Agreements. We generate revenues and cash by servicing these agreements. We work with exporters carefully and focus on our accounts receivable as part of managing our projected tight liquidity position. Additionally, we work with exporters closely in developing export strategies for the goods and services they planned to export.

At present, the bulk of our operations takes place at our Raleigh, North Carolina office, which acts as a model for plans for our United States Trade Center Operations. We are in the process of outfitting our operations in Meishan, China. We have hired a full-time manager to operate the facilities located at Meishan and selected our first exporter, and the products we plan to export. Additionally, we are working with the Meishan Port Authorities to ensure that our operational procedures are in compliance with various import laws at Meishan.

Our short-term operational objectives are to develop our exporter pipeline, grow revenues and increase operations and facilities in the United States while bringing our facility online in Meishan, China. Our focus currently is on enhancing our exporter base, including working with state export agencies to identify exporters as well as sources of goods and services made in the United States that are in demand in China. Along with increasing our United States operations, we are hoping to identify additional key staff in the United States and China that can help us implement our plan. While we feel optimistic about meeting the challenges as well as the opportunities before us, there is no assurance that we will be able to meet the challenges or take advantage of opportunities we perceive are available.

To achieve its long-term objectives, the Company intends on shifting its revenue stream from a United Stated-based to a China-based stream by fully operating all planned activities at the planned Meishan trade center, and activities within our AmericaTowne complexes and Chinese-based internet sites. Each of the Company's four core initiative present challenges, risks, and opportunities.

We believe that we see positive trends in the export area. Additionally, the Company plans to pursue opportunities in export not often thought of as an "exported commodity." Along with our planned core AmericaTowne communities, trade centers in the United States and China, and internet operations, the Company plans on pursuing opportunities that are traditionally not thought of as an export commodity.

There is no assurance we will be able to pursue these opportunities successfully. Additionally, our short and long-term liquidity position is impacted by the success we achieve in implementing our plans. We do plan on pursuing the full range of available funding opportunities. Additionally, we expect to help those in our exporting program with funding opportunities and various programs that may be available to them in the private community, and at the state and national level within the United States.

Additionally, going forward we expect to take advantage of the various export tax laws that will help our cash flow position as well as assist our exporters with their growth. There is no assurance that our plans will be successful. There will be cost to bring all of the planned facilities online in China, including the costs involved with the Trade Center in Meishan, China. While we do have a plan to cover these costs, there can be no assurance that our plan will be successful. While we have discussed the possibility of outside investments in various forms, there are no agreements in place or any assurance that they will be realized in the future.

The uncertainty of implementing our business plan in China and the various laws and policies in China and how they may impact our Company going forward is real. There is no assurance that we will be able to navigate the laws and policies at the national or local level that will allow us to achieve objectives outlined in our business plan. Though our results of operations thus far have been effective, there can be no assurance that we will obtain the same results going forward.

Results of Operations for the Three Months Ended March 31, 2015

Our operating results for the three months ended March 31, 2015 are summarized as follows:

	Three months ended March 31, 2015
Revenues	$216,136
Cost of Revenues	$36,711
Operating Expenses	$145,123
Net Income	$34,302

Revenues

During the first quarter of 2015, the Company had sales of $216,136. In 2015, the Company's sales consisted of $166,136 in primarily Export Service Agreements, and $50,000 in services to related parties for Operations Fees. The Cost of Revenue to related parties were $36,711. The $166,136 in revenue was from Service Fees charged to World Class International, Bett Partnership, and the Society Cooperative Transaction Agricoles for $55,000 each and $1,136 in deferred revenue. We can make no assurances that we will find commercial success in any of our revenue producing contracts. We are a new company and thus have very limited experience in sales expectations and forecasting. We also have not fully discovered any seasonality to our business as we began operations in the second quarter of 2015.

Operating Expenses

Our expenses for the three months ended March 31, 2015 are outlined in the table below:

	Three months ended March 31, 2015
General and administrative	$128,409
Professional fees	$16,714
Total operating expenses	$145,123

Our operating expenses are largely attributable to office, rent and professional fees related to our reporting requirements as a public company and preparing our Form S-1 Registration Statement.

Net Income

As a result of our operations, the Company reported net income after tax obligations of $34,302 for the first Quarter of 2015.

Liquidity and Capital Resources

Working Capital

	March 31, 2015
Current Assets	$277,838
Current Liabilities	$44,160
Working Capital	$233,678

Cash Flow

	Three months ended March 31, 2015
Net cash provided by operating activities	$2,520
Cash used in investment activities	$6,932
Increase (Decrease) in cash	$(4,412)

Cash Provided by Operating Activities

Our net profit for the three months ended March 31, 2015, was the main contributing factor for our positive operating cash flow.

Cash Used in Investing Activities

We spent $6,932 on fixed assets for the three months ended March 31, 2015.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

As described in Basis of Presentation in this First Quarter Report for fiscal year 2015, the Company recently determined that a material weakness existed in the Firm's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) as of March 31, 2015. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of that determination, the Company's Chief Executive Officer and Chief Financial Officer have since concluded that the Firm's disclosure controls and procedures were not effective as of March 31, 2015.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2015, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company incorporates by reference all prior disclosures for the period identified herein, more specifically, the Form 8-K filed on March 2, 2015. See Part II, Item 6.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

The Company incorporates by reference all prior disclosures for the period identified herein, more specifically, the Form 8-K filed on March 2, 2015. See Part II, Item 6.

Item 6. Exhibits.

				Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/Alton Perkins
AMERICATOWNE, INC.
By: Alton Perkins
Its: Chairman of the Board, Chief
Executive Officer, Chief Financial Officer
Date: August 26, 2015

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