UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 
For the quarterly period ended April 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 
For the transition period from ______ to ______
 
Commission file number:  000-54546

AMERI METRO, INC.
(Exact name of registrant as specified in its charter)

YELLOWWOOD ACUISITION CORPORATION
(Former name of registrant)

Delaware		45-1877342	
(State or other jurisdiction of
incorporation or organization)		(IRS Employer
Identification No.) 	
			
2575 Eastern Blvd. Suite 211
York, Pennsylvania		
17402	
(Address of principal
executive offices)		(Zip Code)	

Registrant ’ s telephone number, including area code:  (717) 701-7726
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes  þ  No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  þ  No   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “ large accelerated filer, ” “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨	Accelerated filer   ¨	
Non-accelerated filer     ¨
(Do not check if a smaller reporting company)	Smaller reporting company   þ	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨   No  þ
 
At June 19, 2015, there were 1,069,430,122 shares of the issuer ’ s common stock outstanding. 

 1

AMERI METRO, INC.

TABLE OF CONTENTS
 
For the Nine Months Ended April 30, 2015
 
INDEX

	Page	
PART I – FINANCIAL INFORMATION	 	
 	 	 	
Item 1.	Consolidated Financial Statements		
 	 	 	
 	Consolidated Balance Sheets (unaudited) - as of April 30, 2015 and July 31, 2014	F-1	
 	 		
 	Consolidated Statements of Operations (unaudited) - For the Three and Nine Months ended April 30, 2015 and 2014	F-2	
 	 		
 	Consolidated Statements of Cash Flows (unaudited) - For the Nine Months ended April 30, 2015 and 2014	F-3	
 	 		
 	Notes to Consolidated Financial Statements	F-4	
 	 		
Item 2.	Management ’ s Discussion and Analysis of Financial Condition and Results of Operations	3	
 	 		
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12	
 	 		
Item 4.	Controls and Procedures	12	
 	 	 	
PART II – OTHER INFORMATION	
 	 	 	
Item 1.	Legal Proceedings	13	
 	 		
Item 1A.	Risk Factors	13	
 	 		
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13	
 	 		
Item 3.	Defaults Upon Senior Securities	13	
 	 		
Item 4.	Mine Safety Disclosures	13	
 	 		
Item 5.	Other Information	13	
 	 		
Item 6.	Exhibits	13	
 	 		
Signatures	 	14	

2

AMERI METRO, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
			
	April 30, 2015	July 31, 2014	
ASSETS			
Current assets			
Cash and cash equivalents	$
1,705 	$
2,191 	
			
Total current assets	1,705 	2,191 	
			
Office equipment, net of depreciation	680 	920 	
Deposits	1,500 	1,500 	
			
Total Assets	$
3,885 	$
4,611 	
			
LIABILITIES AND STOCKHOLDERS ’ DEFICIT			
Liabilities			
Current liabilities			
    Accounts payable	$
269,621 	$
101,494 	
    Accrued expenses	6,377,015 	2,554,877 	
    Loans payable – related parties	523,032 	484,422 	
    Loans payable	4,003 	4,003 	
			
Total Liabilities	7,173,671 	3,144,796 	
			
Stockholders ’ Deficit			
Preferred stock, par value $.000001, 200,000,000 shares authorized, 1,800,000 shares issued and outstanding	2 	2 	
Common stock class A, par value $.000001, 7,000,000 shares authorized, 6,400,000 shares issued and outstanding	6 	6 	
Common stock class B, par value $.000001, 4,000,000,000 shares authorized, 1,063,030,122 and 934,526,724  shares issued and outstanding	1,063 	935 	
Common stock class C, par value $.000001, 4,000,000,000 shares authorized, nil shares outstanding	                        –	                      –	
Common stock class D, par value $.000001, 4,000,000,000 shares authorized, nil shares outstanding	                       –	                      –	
Additional paid-in capital	5,592,189 	5,554,659 	
Stock subscriptions receivable	(47,000)	(47,000)	
Accumulated deficit	(12,716,046)	(8,648,787)	
			
Total Stockholders ’ Deficit	(7,169,786)	(3,140,185)	
			
Total Liabilities and Stockholders ’ Deficit	$
3,885 	$
4,611 	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-1

AMERI METRO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

					
	Three months ended
  April 30, 2015	Three months ended
April 30, 2014	Nine
months ended
  April 30, 2015	Nine
 months ended
April 30, 2014	
					
OPERATING EXPENSES					
Professional fees	$
5,800 	$
6,250 	$
31,600 	$
16,863 	
Directors fees	337,500 	257,877 	989,868 	257,779 	
Depreciation	80 	80 	240 	183 	
General & administrative	113,612 	147,938 	337,386 	649,405 	
Officer payroll	862,500 	493,968 	2,527,808 	573,061 	
					
TOTAL OPERATING EXPENSES	1,319,492 	906,113 	3,886,902 	1,497,291 	
					
LOSS FROM OPERATIONS	(1,319,492)	(906,113)	(3,886,902)	(1,497,291)	
					
OTHER INCOME (EXPENSE)					
Franchise tax	(180,000)	(180,000)	(180,000)	(180,000)	
Interest expense	(119)	(121)	(357)	(121)	
					
TOTAL OTHER INCOME (EXPENSE)	(180,119)	(180,121)	(180,357)	(180,121)	
					
NET LOSS	$
(1,499,611)	$
(1,086,234)	$
(4,067,259)	$
(1,677,412)	
					
LOSS PER SHARE (BASIC AND DILUTED)	$
(0.00)	$
(0.00)	$
(0.00)	$
(0.00)	
					
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED)	1,069,430,122 	914,668,793 	997,882,443 	924,546,677 	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

AMERI METRO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

			
	Nine months
ended
April 30,
2015	Nine months
ended
April 30,
2014	
CASH FLOWS FROM OPERATING ACTIVITIES			
Net loss	$
(4,067,259)	 $ (1,677,412)	
Adjustments to reconcile net loss to net cash used in operating activities:			
   Issuance of stock for services	37,658 	  375,000 	
   Impairment of deposit	              –	  (1,239)	
   Depreciation expense	240 	  183 	
			
Change in operating assets and liabilities:			
   Accounts payable	168,127 	                      –	
   Accrued expenses	3,822,138 	  943,079 	
			
Cash flows used in operating activities	(39,096)	  (360,389)	
			
CASH FLOWS FROM INVESTING ACTIVITIES			
Acquisition of fixed assets	             –	  (562)	
			
Cash flows used in investing activities	             –	  (562)	
			
CASH FLOWS FROM FINANCING ACTIVITIES			
Proceeds from related party loan	38,610 	  357,936 	
Proceeds from loan payable	             –	  4,003 	
Increase in deposits	             –	  (1,000)	
			
Cash flows provided by financing activities	38,610 	  360,939 	
			
NET DECREASE IN CASH AND CASH EQUIVALENTS	(486)	  (12)	
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,191 	  12 	
			
CASH AND CASH EQUIVALENTS, END OF PERIOD	$
1,705 	  $                     –	
			
SUPPLEMENTAL CASH FLOW INFORMATION:			
Interest paid	$                 –	        $                   3 	
Income taxes paid	                    –	  180,000 	
			
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:			
Issuance of stock to related party for deposit	$                  –	 $ (1,239)	
Issuance of stock to fund possible future employment agreements	                          –	  4,166,250 	
Issuable common stock – Class B	22 	                            –	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

AMERI METRO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2015
(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Ameri Metro, Inc. ( “ Ameri Metro ” and the “ Company ” ) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects.  The Company initially intends to develop a Midwest high-speed rail system for passengers and freight.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Ameri Metro. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ( “ SEC ” ), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company ’ s registration statement filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.   Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2014 as reported in Form 10-K, have been omitted.
NOTE 2 – GOING CONCERN
The Company has negative working capital, has incurred losses since inception, and has not yet received significant revenues from sales of products or services. These factors raise substantial doubt about the Company ’ s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management ’ s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 3 – LOANS PAYABLE – RELATED PARTIES
As of April 30, 2015, $523,032 (July 31, 2014 - $484,422) is due to the majority shareholder, of which $511,203 is unsecured, non-interest bearing and due on demand and $11,829 is due in 1 year with an interest rate of 3% (accrued interest on this loan for the nine months ended April 30, 2015 is $267). No repayments have been made to date.
NOTE 4 – LOAN PAYABLE
On January 30, 2014, the Company entered into a short-term loan with a non-related party.  The Company was loaned $6,000 from an investment company, the repayment terms are 3% interest with a maturity date of January 31, 2015.  The Company has repaid $1,997 as of April 30, 2015.  The accrued interest related to this loan for the nine months ended April 30, 2015 is $90.  At April 30, 2015, the Company has not repaid the remaining balance of the loan of $4,003.
NOTE 5 – CAPITAL STOCK
On September 2, 2014, the Company amended the articles of incorporation to increase the authorized shares:
The total number of shares of stock which the corporation shall have the authority to issue is 12,207,000,000 (Twelve billion Two hundred and Seven million) shares, consisting of 12,007,000,000 (Twelve billion Seven million) shares of Common Stock having a par value of $.000001 and 200,000,000 (Two hundred million) shares of Preferred Stock having a par value of $.000001 per share.
The Company amended its Certificate of Incorporation to change its existing authorized preferred and common shares from the current shares to the following:
Preferred Shares: 200,000,000 (Two hundred Million) par value .000001. There are 1,800,000 preferred stock outstanding at April 30, 2015.
Class “ A ” 7,000,000 (Seven Million Class “ A ” common shares) these shares have 1000 : 1 voting right compared to all other Class of shares and have equal dividend rights as all other Class of shares, par value .000001. There are 6,400,000 Class A stock outstanding at April 30, 2015.
Class “ B ” 4,000,000,000 (Four Billion Class “ B ” common shares) with voting and dividend rights, par value .000001. There are 1,063,030,122 Class B stock outstanding at April 30, 2015.
 
F-4

Class “ C ” a/k/a Equity Participation Dividend Shares “ EPDS ” 4,000,000,000 (Four Billion Class “ C ” common shares) with no voting rights but with dividend rights, par value $.000001. The Company may issue these shares as it deems necessary, for the purposes including but not limited to: purchasing goods and services for Ameri Metro, Inc ( “ AMI ” ); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.
Class “ D ” a/k/a Equity Participation Shares “ EPS ” 4,000,000,000 (Four Billion Class “ D ” common shares) with no voting rights and no dividend rights, par value $.000001. The Company may issue these shares as its currency as it deems necessary, for the following purposes but not limited to: purchasing goods and services for Ameri Metro, Inc ( “ AMI ” ); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.
The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:
A. The number of shares constituting that series and the distinctive designation of that series;
B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
E. Whether or not that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
Whether that series shall have a sinking fund for the redemption or purchase of shares of shares of that series, and , if so, the terms and amount of such sinking fund;
G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of the shares of that series; and
H. Any other relative rights, preferences and limitations of that series.
This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
On November 3, 2014, the Company effected a 4:1 forward stock split of its issued and outstanding shares of common stock. As a condition of the split, all shareholders who wanted to participate were required to send $100 to the Transfer Agent to pay for the expense related to reissuance of shares due to split. The cutoff date for the return of the notification and payment to the transfer agent was December 31, 2014. If the shareholder did not return the confirmation and payment, they would not be eligible to receive the additional shares. (see Commitments and Contingencies Note 6)
As of the date of this filing 97.65% of the shareholders participated and therefore the statements are retroactively adjusted to reflect a 3.9:1 forward split. Due to 3.9:1 forward split the shares increased to 918,796,790, the shares issuable to effect a 4:1 split is 22,129,934.  As a result, all share amounts have been retroactively adjusted for all periods presented for a 3.9:1 forward split.
On December 30, 2014, the Company issued 62,000,000 post stock split shares of Class “ B ” common stock as a “ signing bonus ” pursuant to three employment agreements entered during the quarter ended January 31, 2015.  The Company recorded $15,500 of stock compensation for these issuances.
F-5
On December 30, 2014, the Company issued 48,000,000 post stock split shares of Class “ B ” common stock to Mr. Shah Mathias (Company Founder) pursuant to the employment agreement dated October 2, 2014. The Company recorded $12,000 of stock compensation for these issuances.
On December 30, 2014, the Company issued 40,633,332 post stock split shares of Class “ B ” common stock to employees as additional compensation. The fair value of these shares is $10,158 and is recorded as stock based compensation.  
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Employee Agreements
The Company has entered into an employment agreement with the Chief Executive Officer Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000.
The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non board member President, Mr. Shah Mathias (Company Founder), with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years. The Company Founder is also eligible to earn an annual bonus award of up to 1000% of the annual base salary.  In addition, the Company Founder is entitled to receive shares of the Company ’ s common stock as follows: when the Company issue shares for the Initial Public Offering, the Company Founder is to be issued 10% of the said shares; and if shares are issued at such time to any other party the Company Founder is to be issued an equal amount of shares.
The Company has entered into an employment agreement with the Chief Financial Officer (the “ CFO ” ) with an effective date of December 3, 2014.  The term of the employment agreement is 3 years, with an annual base salary of $350,000.  The CFO is also entitled to 60,000,000 shares of Class “ B ” common stock as a signing bonus.  On December 30, 2014, the Company issued 60,000,000 post split shares of Class “ B ” common stock to the CFO.
The Company has entered into an employment agreement with the Chief Engineer with an effective date of December 3, 2014.  The term of the employment agreement is 3 years, with an annual base salary of $175,000.  The Chief Engineer is also entitled to 1,000,000 post split shares of Class “ B ” common stock as a signing bonus.  On December 30, 2014, the Company issued 1,000,000 post split shares of Class “ B ” common stock to the Chief Engineer.
Operating Lease
On January 31, 2014, the Company terminated its existing office space lease, and entered into a new month to month rent agreement for office space. The new agreement calls for monthly rent payments of $1,000. The terminated lease agreement has not been resolved as to payment of existing amounts due in cash or stock, or as to any early termination fees.  As of April 30, 2015 no stock has been issued in payment of rent.
Stock Split
In connection with the stock split, some shareholders did not respond or pay the transfer agent fee by the deadline. As a result, these shareholders were not issued the additional shares. At some point, the Company may be required to issue an additional 22,129,934 of Class B common stock in connection with this stock split.

F-6

Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

Ameri Metro, Inc. ( “ Ameri Metro ” and the “ Company ” ) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects.  The Company initially intends to develop a Midwest high-speed rail system for passengers and freight.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

The Business

The Company intends to focus on high-speed rail for passenger and freight transportation and related and ancillary transportation businesses. The Company anticipates that it will provide various services for high-speed rail throughout the United States. The Company intends to secure manufacturing and technologies together with ancillary land development projects, sale of goods and services to government, civilian and commercial end users.

The Company anticipates that it will, directly or through subsidiaries, develop plans, and then coordinate and supervise the financing, construction and development of such transportation projects by bringing together the resources, plans, financing, approvals and technology needed to implement such transportation systems.

The Company has no revenue producing operations to date. The Company intends to develop numerous projects as opportunities are presented primarily in the transportation or transportationrelated fields. The Company believes that the need, demand and usage of alternative transportation such as high speed rail are increasingly important as the United States adopts policies to attempt to reduce its dependency on fossil fuels, particularly the automobile. The Company intends to develop and prepare the designs and concepts for feasible and profitable regional highspeed rail projects utilizing existing and new railbeds, stations, and equipment. The Company will prepare the complete project package including appraisals and estimates and will obtain contracts for the development of the railbeds and purchase of the equipment. The Company will present the complete project, working as project supervisor and coordinator, to municipalities and regional government agencies.  In addition to high speed rail projects, the Company will also develop other selected transportationrelated projects that promote efficient and improved transportation structures or plans.

Funding for individual projects of the Company will occur from bond offerings organized through various nonprofit entities and organizations sponsored or affiliated with municipal and government agencies.  Certain of these nonprofit entities or organizations may themselves be affiliated with, or related to, the Company and assist, or work in conjunction with, the Company in securing contracts and funds to develop projects.

As part of the company ’ s long range plan, management is continuing to develop various aspect s of the projects mentioned below, such as civil engineering, land development, zoning and other permits from government entities having jurisdiction over such land use for projects identified in this report. The funding of the initial phases of the various projects outlined and explained throughout this report is contingent upon a successful planned initial public offering .

On December 1, 2010, the Company formed its whollyowned subsidiary, Global Transportation & Infrastructure, Inc. (GTI). in the state of Delaware with an authorized capital of 100,000,000 shares of common stock with a par value of $.0001 and 20,000,000 shares of preferred stock with a par value of $.0001.  GTI was formed to provide development and construction services for the Alabama highway project including securing financing for the design, planning, engineering and related costs for its construction and to engage in the construction of highspeed rail for passenger and freight transportation and related transportation projects for the Company.

Through its subsidiary, GTI, the Company is also attempting to be involved in the development of a new toll road in the State of Alabama.  The Company acquired from Penndel Land Company (a company solely owned by the former CEO of the Ameri Metro) the contract rights to a construction agreement with the Alabama Toll Facilities, Inc. ("ATFI", a non-profit company on which the former CEO of Ameri Metro served as one of its four directors).  The Company will need to secure the financing for the design, planning, engineering and related costs for the construction of the toll road.  If the Company is able to secure such financing, ATFI will effect a bond offering to purchase the land on which the toll road is to be located.  On April 14, 2010 the Company entered into a joint venture with Penndel Land Company, a related company primarily owned by the Shah Mathias, the Company ’ s then Chief Executive Officer, whereby Penndel will be the Company's exclusive land developer, provider of financial services in connection with raising capital for the land development and provider of all requisite technology for the land development.

AMI entered into a contract on June 10, 2010 for the acquisition of the patents, rights, titles, and business of Damar Corporation LLC, the inventor/developer/manufacturer of Damar TruckDeck. The Damar TruckDeck is a flexible truck deck storage and organization system with an integrated frame allowing the cargo deck to be used as a hauling surface. AMI shall receive all rights and title to the patents, the TruckDeck system, and all related assets for a purchase price payable within 90 days of the successful completion of the registration as a publicly traded company pursuant to the Securities Act of 1933.                 
                   
3
             
AMI entered into a contract with NPG/HSR Technologies, Inc. For RAIL TIE Licensing of Intellectual property and exclusive licensing agreement involving two US patents.

AMI entered into a contract with US Railcar Company/ HSR Technologies, Inc. Exclusive Technology use Agreement for exclusive use of DMU rail technologies and use of its know-how for manufacturing of train sets meeting the 49 CFR Part 238 compliant DMU in current revenue service, that meets or exceeds new Federal Rail Administration (FRA) and American Public Transportation Association (APTA) structural safety specifications.

On September 2, 2014, the Company amended the articles of incorporation to increase the authorized shares:
The total number of shares of stock which the corporation shall have the authority to issue is 12,207,000,000 (Twelve billion Two hundred and Seven million) shares, consisting of 12,007,000,000 (Twelve billion Seven million) shares of Common Stock having a par value of $.000001 and 200,000,000 (Two hundred million) shares of Preferred Stock having a par value of $.000001 per share.
The Company amended its Certificate of Incorporation to change its existing authorized preferred and common shares from the current shares to the following:
Preferred Shares: 200,000,000 (Two hundred Million) par value .000001.
Class “ A ” 7,000,000 (Seven Million Class “ A ” common shares) these shares have 1000 : 1 voting right compared to all other Class of shares and have equal dividend rights as all other Class of shares, par value .000001.
Class “ B ” 4,000,000,000 (Four Billion Class “ B ” common shares) with voting and dividend rights, par value .000001.

Class “ C ” a/k/a Equity Participation Dividend Shares “ EPDS ” 4,000,000,000 (Four Billion Class “ C ” common shares) with no voting rights but with dividend rights, par value $.000001. Company may issue these shares as it deems necessary, for the purposes including but not limited to: purchasing goods and services for Ameri Metro, Inc ( “ AMI ” ); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.
Class “ D ” a/k/a Equity Participation Shares “ EPS ” 4,000,000,000 (Four Billion Class “ D ” common shares) with no voting rights and no dividend rights, par value $.000001. Company may issue these shares as its currency as it deems necessary, for the following purposes but not limited to: purchasing goods and services for Ameri Metro, Inc ( “ AMI ” ); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.
The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:
A. The number of shares constituting that series and the distinctive designation of that series;
B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
E. Whether or not that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
F .Whether that series shall have a sinking fund for the redemption or purchase of shares of shares of that series, and, if so, the terms and amount of such sinking fund;
G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of the shares of that series; and
H. Any other relative rights, preferences and limitations of that series.

4

This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

Business Plan

The highspeed rail plan to be presented by the Company will likely utilize existing rail rightsofway to connect several metropolitan areas and states serving expanding populations. The major elements of the plan would include:

Use of existing rail rightsofway to connect rural, small urban and major metropolitan areas;
·
Operation of a "hubandspoke" passenger rail system providing service to and through one or more major hubs to locations throughout the United States;
·
Introduction of modern train equipment operating at speeds up to 120 mph;
·
Provision of multimodal connections to improve system access;
·
Improvement in reliability and ontime performance;
·
Development or expansion of a feeder bus system linking outlying areas to railroad stations;
·
Acquiring new train equipment including train sets and spares;
·
Track improvement, including replacement and upgrades, additional sidings, signal and
·
communications systems, and gradecrossing improvements;
·
Construction or improvement of railroad grade crossings and passenger stations.

The following discussion outlines the steps as the Company anticipates that will occur in regard to the adoption and implementation of a high-speed rail system by a regional or local municipality.  To date, the Company has not developed any rail systems.  

The Company plans that it will prepare the feasibility study and locate contractors and manufacturers to complete and work and provide cost estimates. Because highspeed rail travel is already inplace in much of Europe and Asia, the Company anticipates working with European companies to furnish the highspeed equipment, such as locomotives and passenger cars.

The Company will put proposed contracts together with the supporting feasibility study, appraisals, cost/benefit analysis, TEMS study, transportation history and other data to create a complete regional project proposal.  The Company will then present such project proposals to the municipalities (state or local) as a complete and finished project. The local or regional municipality will then independently analyze and discuss the Company's proposal.  If accepted, the Company anticipates that, upon approval, the local municipality will effectuate a bond offering for the funding of the highspeed rail project.  The Company anticipates that the projects will be financed by bonds or indentures offered by sponsored or affiliated nonprofit organizations of the applicable local or municipal government or agency.  Such nonprofit entities may also be affiliates or companies related to the Company.

The Company anticipates that the municipalities will be favorably receptive to the proposed highspeed rail project for many reasons. Political pressure is increasing to find alternate transportation systems as the price of gas and environmental risk of drilling and using petroleum products rises. Highway maintenance is increasingly expensive as the price of materials and labor increases.  Highway congestion is an increasing urban problem. The Company will present a project as a total package thereby providing the municipalities with the complete overview and relieving it of the time and costs involved in studying the proposal, seeking pricing information and projecting results. In addition, the Company believes that it may be able to effect economies of scale by purchasing new and renovating existing equipment and facilities on an integrated regional basis rather than in fractured individual areas or small municipalities.

Once a proposed highspeed rail project is accepted and a financing bond issue is effected by the municipality, the Company will act as the project manager and oversee the entire project including not only the development of the project but its continued operations as well. The Company will also serve as the main central point for coordination of and between the municipalities, contractors, and operators of the project and, once established, the rail system.

The former CEO of the Company (Shah Mathias) has created two nonprofits and is the principal of a third for use in issuing bonds to fund the proposed projects.  Two of these nonprofits are specifically for use for financing high speed rail transportation systems, the third is specifically for use with the Alabama Toll Facility, discussed below.  

5

The nonprofit statutes allow nonprofit corporations to issue bonds and the Company envisions that its related nonprofits will issue bonds to fund the projects and once the indebtedness is paid the project infrastructure can be turned over to a state or governing body having jurisdiction. The nonprofits created are:

Hi Speed Rail Facilities, Inc. (HSRF)
Hi Speed Rail Facilities Provider, Inc. (HSRFP)
Alabama Toll Facilities, Inc. (ATFI)

The board of directors of HSRF and HSRFP consist of the following individuals: Shah Mathias (founder and former chief executive officer of the Company) Kirk Wilson, James Kingsborough, and Otto Banks.  The board of directors of ATFI consists of Jack Garison and Jack Hopper.  Shah Mathias earlier served on the ATFI board of directors but resigned from that position.

The Company envisions utilizing different bond offerings for different aspects of a project development.  For instance, it may offer a bond offering for the acquisition of the land, some of which may already have existing rail beds or other of which may need to be constructed and engineered.  It may offer a bond offering for the acquisition of equipment or for the purchase of raw materials.  The Company envisions that each bond offering will be relatively specific in nature but all such bond offerings will be regulated by a master indenture agreement designed to provide the terms and structure, interest rates, and other basic information for any bond offering.  The Company further envisions that after some period of years, probably about seven, it will offer a revenue bond that will consolidate the earlier bond offerings into one.  At the appropriate time that a project proposal is ready to proceed, the Company intends to seek underwriters for the bond offering and to engage established financial organizations to serve as the trustee and/or asset manager of the bond offering.

There is no assurance that if offered any of the Company's envisioned bond offerings will be effected or purchased or closed or that any funds will be raised through such offerings.
 
Finally, upon adoption of a proposed high-speed rail project and the obtaining financing (through floating a bond offering by the nonprofit entity or otherwise), the Company intends to act as the project manager and oversee the entire project including, not only the development, but also the continued operations of the high-speed rail project. The Company envisions it will also serve as the main central point for coordination of and between the municipalities, contractors, and operators of the project and, once established, the rail system.

In addition to high speed rail projects, the Company may also develop other selected transportation-related projects that promote efficient and improved transportation structures or plans. Funding for individual projects of the Company may occur from bond offerings organized through its related non-profit entities or entities affiliated with municipal and government agencies. Certain of these non-profit entities or organizations may themselves be affiliated with, or related to, the Company and assist, or work in conjunction with, the Company in securing contracts and funds to develop projects.

Hi Speed Rail Facilities, Inc.

In 2010, the Company entered into an agreement with HSRF (one of the Company's related nonprofit companies) for the purpose of construction of projects consisting of the financing, construction and operation of high speed rail and related projects across the United States. HSRF is designed to focus on the building of train tracks and stations.  Pursuant to the agreement between the Company and HSRF, the Company will act as the agent and representative of HSRF to perform all required tasks and actions to develop and construct such projects. The Company anticipates that having this agreement in place and by having HSRF already organized will expedite the process of commencing a project once the Company designs and develops and secures or raises funds to commence a project.

Hi Speed Rail Facilities Provider, Inc.

In 2010, the Company entered into a written agreement with HSRFP (one of the Company's related nonprofit companies) for the purpose of construction of projects consisting of the financing, construction and operation of various high speed rail and related projects across the United States. Pursuant to such agreement between the Company and HSRFP, the Company was appointed as the agent and representative of HSRFP to perform all required tasks and actions to develop and construct such projects. HSRFP was organized to provide a vehicle to issue bonds and help secure infrastructure projects for the Company focusing on facilities ancillary to the high speed rail such as rail yards rail, rail assembly plants maintenance facilities. The Company anticipates that having this agreement in place and by having HSRF already organized will expedite the process of commencing a project once the Company designs and develops and secures or raises funds to commence a project.

6

Master Trust Indenture Agreement

On December 1, 2010, HSRF entered into a Master Trust Indenture agreement providing that HSRF serve as trustee for a bond offering. The Company will act as developer for the project financed by the Hi Speed Indenture. The Master Trust Indenture provides the basic terms and conditions of any bond issuance such as use of an escrow agent, rights of bond holders, sale of bonds, etc. At the time that any bonds are to be issued, the Company will engage an asset manager and trustee for the indenture.  

ING Investment Management (Formally ING, now VOYA)

In the event that a bond offering is effected, each of the nonprofits has entered into an investment management agreement with ING Investment Management to manage any funds raised in such bond offering and to provide its investment advisory services.  This non-binding agreement would only take effect upon the raising of revenues bonds.  ING Investment Management would serve to invest, reinvest and supervise the management of any such funds while such funds were held in an investment account and until use for the intended purposes.

Alabama Toll Road

The Company is working to develop a project to build a toll road in the State of Alabama.  Ameri Metro 2010 was developing this project at the time of the merger.  The planned toll road is designated as a 352 mile 4-lane road designed to be built from Orange Beach, Alabama to the Tennessee state line with the intent of connecting various rural sections of Alabama to Tennessee and more urban areas.  Shah Mathias, the former CEO of the Company, perceived a need for such a road that would connect various rural sections of Alabama to Tennessee and with its more urban areas and began working on its development in 2005.

As its first step, Alabama Toll Facilities, Inc. (ATFI) was created and obtained status as a nonprofit corporation pursuant to Section 501(c)3 of the Internal Revenue Code.  As a nonprofit corporation, ATFI is allowed to make bond offerings in order to finance the cost of acquisition and construction and equipping of the toll road project.  Mr. Mathias was one of the directors of ATFI and has subsequently resigned his position.

In 2007, the toll road project was presented to the Alabama legislature which on June 7, 2007, adopted Act no. 2007-506 entitled "Expressing Support for the Alabama Toll Road Project".  This Act stated that it recognized the need to utilize other financial resources to meet the needs of that highways and other infrastructure items such as that offered by ATFI. The Act urged approval of the bonds offered by ATFI as special revenue bonds with the project eventually vesting to the state upon retirement of the bonds.  The Act further supports designating ATFI as the exclusive entity for creation and development of the toll road project.

As a second step, on September 23, 2009, Penndel Land Company ( “ Penndel ” ), a company wholly owned by Shah Mathias (the Company's former CEO) entered into an agreement with ATFI by which Penndel was appointed as the agent and representative of ATFI to perform all required tasks and actions to develop and construct the toll road.  

Thirdly, on December 1, 2010, the Company formed a wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. ("GTI"). in the state of Delaware to provide development and construction services for the Alabama highway project and to include securing financing for the design, planning, engineering and related costs of  construction.

In December 2010, Penndel assigned its agreements with ATFI to GTI. Under the terms of the agreement, GTI will provide development and construction services. GTI will also act as an agent and representative to take actions necessary to secure the first and future phases of the financing applicable to the design, planning, engineering and related soft and hard costs of the construction of a toll road in the state of Alabama and related activities.

Alabama Indenture Agreement

On December 1, 2010, ATFI entered into a Master Trust Indenture agreement with as HSRF Trustee, which has agreed to serve as the trustee for a bond offering of ATFI Revenue Bonds once it determines to effect such an offering, if ever. The Alabama Indenture indicates that the developer for the project will be GTI.  The Master Agreement provides the basic terms and conditions of any bond issuance such as use of an escrow agent, rights of bond holders, sale of bonds, etc. At the time that any bonds are to be issued, the Company will engage an asset manager and trustee for the indenture.  

Damar TruckDeck

The Company also plans to develop projects as opportunities are presented related or ancillary to the transportation or transportation-related fields. The Company entered into a contract for the acquisition of the patents, rights, titles, and business of Damar Corporation LLC, the inventor, developer and manufacturer of Damar TruckDeck. (See www.damartruckdeck.com). The Damar Corporation was incorporated in 2007 to develop, manufacture and market the truck deck component invented and developed by its owner. The Damar Corporation has filed a patent application covering its truck deck system. The Damar TruckDeck is a flexible truck deck storage and organization system that with an integrated frame allowing the cargo deck to be used as a hauling surface. The system has many configurations to fit a wide variety of uses (hunting, construction, moving, hauling, etc.) in various truck deck sizes. The Damar TruckDeck primarily consists of lockable repositionable storage units. The Company cannot effect this agreement until its raises the funds necessary to fund the acquisition of such assets as listed in the agreement.  

7

Port Trajan Project

The Port Trajan 5 project is a transportation project located in the Antrim Township, Greencastle, Pennsylvania on the Interstate 81 corridor and the railroad "Crescent Corridor", a 2,500 mile network of rail and terminals.  Norfolk Southern is operating a rail-truck facility in this corridor and the State of Pennsylvania has provided funding toward the development of additional facilities along this corridor.  The Company envisions the development of the land next to such corridor, which it has termed the Port Trajan Project.  The Company anticipates that it will construct a distribution center consisting of a terminal and a rail line between the main rail track to the highway for the transition of shipping containers from the rail line to waiting trucks.  The distribution center will provide the facility for repackaging the shipments into containers or other shipments destined for final destination by truck.  

The Company anticipates that such project will be completed in phases the first of which will require the purchase of an initial 345 acres at $350,000 per acre.  The purchase price will include all on-site horizontal improvements.  Off-site improvements will be acquired at an additional $20,000,000.

The Market

The Company believes that the United States suffers from an overburdened transportation infrastructure and that a fundamental overhaul of the national transportation structure is needed. The Company anticipates that it will be able to assist in this “ fundamental overhaul ” by providing both the hands-on expertise and investment resources to establish an intermodal grid comprised of transportation and support services extending to urban and outlying areas alike. The Company will largely focus on projects related to high speed rail, but will also concentrate its efforts on other transportation projects that improve transportation infrastructure.

The Company believes that there is a compelling need to revitalize America ’ s transportation infrastructure. As all levels of government are facing increasing economic crisis, the Company anticipates that such revitalization will be the result of public-private partnerships and alliances to create the basis for developing such an infrastructure. Organizations, such as the Company, are accordingly poised to play a significant role in the redevelopment and improvement of the nation ’ s transportation infrastructure.

The Company believes that the transportation infrastructure crisis facing America is two-fold. In the first instance, the existing infrastructure lacks modernity and has rendered the same incapable of meeting the nation ’ s transportation needs. In the second instance, the funding to address this problem is currently beyond the reach of the federal, state, regional, and municipal governments.

The 2009 David R. Goode National Transportation Policy Conference held at the Miller Center of Public Affairs at the University of Virginia, outlined the compelling need to revitalize America ’ s transportation infrastructure and recommended that “ Public private partnerships need to emerge from the laboratory of pilot programs to play a much larger role as a core element of America ’ s transport investment strategy. ” Organizations, such as the Company, are accordingly poised to play a significant role in the redevelopment and improvement of the nation ’ s transportation infrastructure. The same transportation conference also noted that, “ Lacking a coherent vision for our transportation future and chronically short of resources, we defer new investments, fail to plan, and allow existing systems to fall into disrepair. This shortsightedness and under investment — at the planning level and on our nation ’ s roads, rails, airports and waterways — costs the country dearly. It compromises our productivity and ability to compete internationally; transportation users pay for the system ’ s inefficiencies in lost time, money and safety. Rural areas are cut off from economic opportunities and even urbanites suffer from inadequate public transportation options. Meanwhile, transportation-related pollution exacts a heavy toll on our environment and public health. ”

Furthermore, the conference report was equally insistent on the need for private sector funding. In “ Recommendation 8: Connecting the Dots, ” the cochairs wrote: “ Resolving the controversy over private equity contributions to the transport system is essential to meet the nation ’ s pressing transportation challenges, as is recognizing the appropriate role of public-private partnerships (PPPs) in taking on those challenges. ” They added, “ PPPs need to emerge from the laboratory of pilot programs to play a much larger role as a core element of America ’ s transport investment strategy. ”

To resolve this crisis will require a massive infusion of capital. The National Surface Transportation Infrastructure Financing Commission, in its 2009 report Paying Our Way estimates the total shortfall between what is required and what is available, at all levels of government, just for maintaining the current system range from $134 billion to $194 billion per year for the period 2008 to 2035. If the goal is to improve existing transportation systems, the shortfall is even larger: $189 – $262 billion per year over the same time period.

8

The main problem is that the funds to either maintain or improve existing transportation systems are simply not available from traditional sources. Taxpayers at all levels of government are loath to support any tax increases for infrastructure projects. New transportation systems are frequently discussed at all levels of government but the public funding for implementing such plans is usually non-existent.

Entry of the Company into the Market

The Company anticipates that it can offer a comprehensive, intermodal approach to resolving the nation ’ s transportation crisis. And it proposes doing so without the necessity of the government increasing taxes at any level, or in any manner. In short, the Company suggests replacing pubic financing with private funding.

The primary competitive barrier most companies face in attempting to impact the nation ’ s infrastructure crisis is that they approach the overall problem in disparate segments. For example, one provider proposes building railroad cars, while another proposes laying tracks. A third is interested in depots, while a fourth focuses on accommodations. None bring a comprehensive plan for full-funding to the mix. On the other hand, the Company takes an intermodal approach to providing seamless service with a scale of economy. The high-speed rail plan will utilize existing rail rights-of-way to connect several metropolitan areas and states serving expanding populations.

The Company also foresees pursuing joint ventures with other industries related to the transportation industry. For example, it is currently finalizing an arrangement with a major manufacturer of certain materials used in the construction of highways and other transportation systems. The discussions contemplate a two-fold transaction by which the Company would initially buy the manufacturing plant and then subsequently purchase the remaining non-cash assets of the company.

Competition

The Company may face significant competition from other companies that may be developing high speed rail passenger and freight transportation systems.  As this industry is not well developed in the United States to date, such competition that may exist is primarily in the development and planning stages. The Company will, however, face competition in the allocation of monetary resources from governmental agencies, at the local, regional, state and federal levels. The Company believes that government agencies will strongly endorse its proposed plan for high-speed regional rail systems, but believes that, given the economic environment, there may be few or no funds available for such development.

Nevertheless, it appears that significant competition generally exists in the industry, from private organizations or government agencies and entities. On the heels of the Department of Transportation ’ s recent request for high-speed rail proposals, its Federal Railroad Administration received 132 applications from 32 states totaling $8.8 billion. That was more than three times the $2.4 billion available. During the first round of awards in the fall of 2009, applicants submitted more than $55 billion in project proposals. That was nearly six times the initial $8 billion available from the American Recovery and Reinvestment Act. So overwhelming has the response been that Transportation Secretary LaHood observed at the time, that, “ Demand for high-speed rail dollars is intense and it demonstrates just how important this historic initiative is. States understand that high-speed rail represents a unique opportunity to create jobs, revitalize our manufacturing base, spur economic development and provide people with an environmentally friendly transportation option. ” .

Trading Market

Currently, there is no trading market for the securities of the Company.

Long-Range Ideas and Related Companies

The former CEO of the Company, Shah Mathias, has organized and established three nonprofit corporations for the purpose of facilitating the development of the transportation systems. The nonprofit statutes provide a vehicle to issue bonds and to help secure infrastructure projects. The nonprofits have the discretion to turn over the infrastructure projects to a state or governing body having jurisdiction after the indebtedness has been paid. The nonprofits that Mr. Mathias has created are:
 
1)Alabama Toll Facilities, Inc. (ATFI)
2)Hi Speed Rail Facilities, Inc. (HSRF)
3)Hi Speed Rail Facilities Provider, Inc. (HSRFP)

In addition to the nonprofit companies discussed earlier, Shah Mathias, the former CEO of the Company, has developed long-range ideas and plans to develop currently undeveloped areas through which a planned Alabama toll road will traverse. These plans include the development of an airport, sea shipping port and a high speed rail line. Mr. Mathias has established a series of corporations which, although not subsidiaries of the Company, are related companies as they are all under common control of Mr. Mathias. Mr. Mathias has established these companies to basically serve as subcontractors for the operations of the planned transportation systems.

9

None of these companies has any operations or any revenues. Mr. Mathias (as president of each of these companies) has executed contracts between several of these companies and the Company. In each of these companies, Shah Mathias is the president and chief executive officer. No other officers or directors exist in any of these related companies. The Company owns 25% of each of the companies with the remaining ownership held directly or indirectly by Mr. Mathias.
 
1) HSR Freight line, Inc. Designed to handle all services for use of track time and trains for freight and freight forwarding services.
 2) HSR Passenger Services, Inc. Designed to handle rail ticketing booking, reservations, and food services.
 3) HSR Technologies, Inc. Designed to handle all building of suites and manufacturing of trains and rail tracks and provide fiber optics, telecommunications, and related technologies services.
 4) HSR Logistics, Inc. Designed to handle all purchasing functions.
 5) KSJM International Airport, Inc. Designed to eventually create an airport facility in inland Alabama
 6) Port Of Ostia, Inc. Designed to handle all air cargo if and when an airport facility is created.
 7) Port of De Claudius, Inc. Designed to handle sea container and port operations.
 8) AMERI Cement, Inc. Designed to handle cement needs for building Alabama toll road.
 9) Lord Chauffeurs LTD: Designed to operate all passenger ground transportation.
 10) Atlantic Energy & Utility Products, Inc. Designed to provide utility and maintenance service to above entities.
 11) Penn Insurance Services LLC. Designed to provide insurance service to above entities.
 12) Cape Horn Abstracting, Co. Designed to land title examination services.
 13) Eastern Development & Design, Inc.  Designed to provide all civil engineering and architectural service.
 14) Slater & West, Inc. Designed to handle contract administration services and work force H R matters.
 15) Malibu Homes, Inc. Designed to establish residential home building services.
 16) Platinum Media, Inc. Designed to provide all media related services.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated by reference, include “ forward-looking statements ” that involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Examples of forward-looking statements include, but are not limited to any statements, predictions and expectations regarding our earnings, revenues, sales and operations, operating expenses, anticipated cash needs, capital requirements and capital expenditures, needs for additional financing, use of working capital, plans for future products, services and distribution channels, anticipated growth strategies, planned capital raises, ability to attract distributors and customers, sources of net revenue, anticipated trends and challenges in our business and the markets in which we operate, the impact of economic and industry conditions on our customers and our business, customer demand, our competitive position, the outcome of any litigation against us, critical accounting policies and the impact of recent accounting pronouncements. Additional forward-looking statements include, but are not limited to, statements pertaining to other financial items, plans, strategies or objectives of management for future operations, our financial condition or prospects, and any other statement that is not historical fact. Forward-looking statements are often identified by the use of words such as “ may, ” “ might, ” “ intend, ” “ should, ” “ could, ” “ can, ” “ would, ” “ continue, ” “ expect, ” “ believe, ” “ anticipate, ” “ estimate, ” “ predict, ” “ potential, ” “ plan, ” “ seek ” and similar expressions and variations or the negativities of these terms or other comparable terminology.
 
These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our management based on information currently available to management, all of which is subject to change. Such forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those stated or implied by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified under “ Risk Factors ” in this Form 10-Q and incorporated by reference herein. We undertake no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason except as otherwise required by law.
 
The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report, our Annual Report on Form 10-K for the year ended July 31, 2014 and in our other reports filed with the Securities and Exchange Commission (the “ SEC ” ).

10

Results of Operations

Comparison of the Nine Months Ended April 30 , 2015 and 2014
 
The Company has no source of continuing revenues and received no revenues for the three and nine months ending April 30, 2015 and 2014.   

For the nine months ended April 30, 2015 and 2014, the Company had total operating expenses of $3,886,902 and $1,497,291, respectively and net loss of $4,067,259 and $1,677,412, respectively. The increase in operating expenses and net loss resulted mainly from the accrual of director and officer compensation of $3,589,239 during the nine months ended April 30, 2015 as compared to $830,840 during the nine months ended April 30, 2014.

Liquidity and Capital Resources

Our cash, current assets, total assets, current liabilities and total liabilities as of April 30, 2015 and July 31, 2014 were as follows:

	April 30, 2015	July 31, 2014	
Cash	$
1,705	$
2,191	
Total current assets	1,705	2,191	
Total assets	3,885	4,611	
Total current liabilities	7,173,671	3,144,796	
Total liabilities	7,173,671	3,144,796	

Cash requirements
We had $1,705 in cash and cash equivalents as of April 30, 2015.  Our cash used in operations for the nine months ended April 30, 2015 was $39,096. We had a net loss for the nine months ended April 30, 2015 of $4,067,259. We had an accumulated deficit of $12,716,046 at April 30, 2015. Our cash on hand is not sufficient to cover our monthly expenses and we will continue to seek financing in the form of debt or stock sales to finance our operations. There can be no assurance the Company will be successful in these efforts.

Sources and Uses of Cash

Operations
For the nine months ended April 30, 2015, our net cash used in operating activities was $39,096, which consisted of our net loss of $4,067,259, offset primarily by accrued expenses of $3,822,138. For the nine months ended April 30, 2014, our net cash used in operating activities was $360,389, which consisted of our net loss of $1,677,412, offset primarily by the issuance of share for services of $375,000 and increase in accrued liabilities of $943,079.

Financing
For the nine months ended April 30, 2015, our net cash provided by financing activities was $38,610, which primarily consisted of proceeds from the related party loans. For the nine months ended April 30, 2014 our net cash provided by financing activities was $360,939, which consisted of proceeds from related party loans and loan payable.

Related Party Note

As of April 30, 2015, $523,032 (July 31, 2014 - $484,422) is due to the majority shareholder, of which $511,203 is unsecured, non-interest bearing and due on demand and $11,829 is due in 1 year with an interest rate of 3% (accrued interest on this loan for the nine months ended April 30, 2015 was $267). No repayments have been made to date.

Going Concern

The Company has negative working capital, has incurred losses since inception, and has not yet received significant revenues from sales of products or services. These factors raise substantial doubt about the Company ’ s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management ’ s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts.

11

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

The Company believes that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its financial statements:

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.  Actual results could differ from those estimates.

Sharebased payments

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

The Company follows ASC Topic 505-50, formerly EITF 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services , for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Recent Accounting Pronouncements

For the nine month period ended April 30, 2015, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
As a smaller reporting company, we are not required to provide the information required by this Item..
 
Item 4. Controls and Procedures.
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of April 30, 2015, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission ’ s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of April 30, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, the nine month period ended April 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

12

PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
Shah Mathias, former CEO of the Company, is appealing a 2005 charge of serving liquor to a minor. Mr. Mathias has asserted that he was out of town on the alleged date and the victim has admitted that she was attempting to reap some financial gain. The case is pending a trial date.

There are currently no other pending, threatened or actual legal proceedings in which the Company or any other directors are a party.

Item 1A. Risk Factors.
 
As a smaller reporting company, we are not required to provide the information required by this item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.
 
None.

Item 4. Mine Safety Disclosures.
 
Not applicable.
 
Item 5. Other Information.
 
Not applicable.

Item 6.  Exhibits.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.   
 
Exhibit Index
		
 Exhibit
Number	Description	
3.1
3.2
5.0

10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10

10.11
31.1*
31.2*
32.1*

32.2*	Articles of Incorporation (filed with the Form 10 November 9, 2011)
Amended by-laws (filed as part of the Form 8-K/A filed January 18, 2013)
Opinion of Counsel on legality of securities being registered (filed with the Registration Statement
     on Form S-1 filed June 13, 2013)
Master Indenture Agreement of Alabama Toll Facilities, Inc. (filed with the Form 8-K August 27, 2012)
Master Indenture Agreement of Hi Speed Rail Facilities, Inc. (filed with the Form 8-K August 27, 2012)
Master Indenture Agreement of Hi Speed Rail Facilities Provider, Inc. (filed with the Form 8-K August 27, 2012)
June 12, 2012 Agreement and Plan of Reorganization (filed as part of the Form 8-K/A filed January 18, 2013)
TEMS engagement  (filed as part of the Form 8-K/A filed January 18, 2013)
Alabama Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
High Speed Rail Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
Damar Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
Alabama Legislative Act 506 (filed as part of the Form 8-K/A filed January 18, 2013)
Form of subscription agreement for sale of the shares (filed with the Registration Statement on Form S-1 filed
    June 13, 2013)
Letter of Intent for Port Trajan property (filed with the Registration Statement on Form S-1 filed June 13, 2013)
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002	
___________________
* Filed herewith
** To be filed

13

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

June 19, 2015
/s/ Debra Mathias
Title: Chief Executive Officer
(Principal executive officer)

14

Exhibit 31.1
 
OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
         
I Debra Mathias, certify that:

1.     I have reviewed this quaterly report on Form 10-Q for the quarter ended April 30, 2015 of Ameri Metro, Inc.   

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the  circumstances  under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based  on my  knowledge,  the  financial  statements,  and  other  financial information included in this report, fairly present in all material respects the financial condition,  results of operations and cash flows of the  issuer as of, and for, the periods presented in this report;

4.   The  registrant ’ s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal  control  over financial  reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f)) for the  issuer and have:

a) Designed  such  disclosure  controls  and  procedures,  or caused  such disclosure  controls and  procedures to be designed  under our  supervision,  to ensure  that  material  information  relating  to  the  registrant, including its  consolidated  subsidiaries,  is made known to us by others within those  entities,  particularly  during the period in which this  report is being prepared;

b) Designed such internal control over financial reporting,  or caused such internal control over financial  reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial  statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the  registrant ’ s  disclosure controls and procedures and presented in this report our  conclusions  about the effectiveness  of the disclosure  controls and procedures,  as of the end of the period covered by this report based on such evaluation; and

d) Disclosed  in this  report  any change in the registrant ’ s internal  control  over  financial  reporting  that  occurred  during  the  registrant ’ s most recent fiscal quarter (the  registrant ’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially  affect, the  registrant ’ s internal control over financial reporting; and

5.    The registrant ’ s  other certifying officer(s) and I have disclosed, based  on  our  most  recent  evaluation  of  internal  control  over  financial reporting,  to the   registrant ’ s  auditors and the audit committee of the small  business  registrant ’ s  board of  directors  (or persons  performing  the equivalent functions):

a) All significant  deficiencies  and material  weaknesses in the design or operation of internal  control over financial  reporting  which are  reasonably likely to  adversely  affect  the registrant's  ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’ s internal control over financial reporting.

			
Date: June 19, 2015	 	By:   /s/ Debra Mathias	
 	 	     Debra Mathias	
 	 	     Chief Executive Officer
  (Principal Executive Officer)

Exhibit 31.2
 
OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
         
I Naresh Mirchandani, certify that:

1.     I have reviewed this quaterly report on Form 10-Q for the quarter ended April 30, 2015 of Ameri Metro, Inc.   

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the  circumstances  under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based  on my  knowledge,  the  financial  statements,  and  other  financial information included in this report, fairly present in all material respects the financial condition,  results of operations and cash flows of the  issuer as of, and for, the periods presented in this report;

4.   The  registrant ’ s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal  control  over financial  reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f)) for the  issuer and have:

a) Designed  such  disclosure  controls  and  procedures,  or caused  such disclosure  controls and  procedures to be designed  under our  supervision,  to ensure  that  material  information  relating  to  the  registrant, including its  consolidated  subsidiaries,  is made known to us by others within those  entities,  particularly  during the period in which this  report is being prepared;

b) Designed such internal control over financial reporting,  or caused such internal control over financial  reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial  statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the  registrant ’ s  disclosure controls and procedures and presented in this report our  conclusions  about the effectiveness  of the disclosure  controls and procedures,  as of the end of the period covered by this report based on such evaluation; and

d) Disclosed  in this  report  any change in the registrant ’ s internal  control  over  financial  reporting  that  occurred  during  the  registrant ’ s most recent fiscal quarter (the  registrant ’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially  affect, the  registrant ’ s internal control over financial reporting; and

5.     The registrant ’ s  other certifying officer(s) and I have disclosed, based  on  our  most  recent  evaluation  of  internal  control  over  financial reporting,  to the   registrant ’ s  auditors and the audit committee of the small  business  registrant ’ s  board of  directors  (or persons  performing  the equivalent functions):

a) All significant  deficiencies  and material  weaknesses in the design or operation of internal  control over financial  reporting  which are  reasonably likely to  adversely  affect  the registrant's  ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’ s internal control over financial reporting.

			
Date: June 19, 2015	 	By:   /s/ Naresh G. Mirchandani	
 	 	     Naresh G. Mirchandani	
 	 	     Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ameri Metro, Inc. (the "Company") on Form 10-Q for the quarter ended April 30 , 201 5 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

3. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: June 19, 2015

By:   /s/ Debra Mathias	
     Debra Mathias	
     Chief Executive Officer	

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ameri Metro, Inc. (the "Company") on Form 10-Q for the quarter ended April 30 , 201 5 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

3. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

			
Date: June 19, 2015	 	By:   /s/ Naresh G. irchandani	
 	 	     Naresh G. Mirchandani	
 	 	     Chief Financial Officer