SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO. 2
to
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
June 12, 2012
Date of Report
(Date of Earliest Event Reported)
 
AMERI METRO, INC.
(Exact Name of Registrant as Specified in its Charter)
 
YELLOWWOOD ACQUISITION CORPORATION
(Former name of Registrant)
 
Delaware	000-54546	45-1877342	
(State or other jurisdiction	(Commission File Number)	(IRS Employer	
of incorporation)		Identification No.)	
 3030 East Market Street
York, Pennsylvania 17402
 
(Address of Principal Executive Offices)
 
717-701 7726
(Registrant’s Telephone Number)
 
	ITEM 2.01	Completion of Acquisition or Disposition of Assets	
 
On June 12, 2012, Ameri Metro, Inc. (“Ameri Metro 2010"), a Delaware corporation, merged with Yellowwood Acquisition Corporation. As part of the merger, Yellowwood Acquisition Corporation, the surviving entity, changed its name to Ameri Metro, Inc. Yellowwood has an authorized capitalization of 1,000,000,000 shares of common stock and 20,000,000 shares of preferred. Prior to the Merger, Yellowwood had no ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as the former Ameri Metro (2010). Pursuant to the merger, all the outstanding shares of Ameri Metro 2010 common stock were exchanged for an aggregate of 12,667,421 shares of Yellowwood common stock on a pro rata basis in accordance with each holder's relative ownership of Ameri Metro 2010.
 
As a result of filing a Form 10 pursuant to the Securities Exchange Act of 1934, Yellowwood Acquisition Corporation is a reporting company with the Securities and Exchange Commission. The merger was effectuated as a statutory merger, and a certificate of merger was filed in the State of Delaware effecting the transaction. Hereinafter the term the "Company" or "Ameri Metro" refers to the entity existing as a result of the merger of Ameri Metro (2010) with Yellowwood, unless otherwise noted.

 	

 	
 
THE COMPANY–SUMMARY
 
The original Ameri Metro, Inc. prior to the merger (Ameri Metro 2010) was incorporated on April 13, 2010 in Delaware. with an authorized capitalization of 1,500 shares of common stock. On April 30, 2010, Ameri Metro (2010) amended its certificate of incorporation to authorize 100,000,000 shares of common stock with a par value of $.0001 per share and 20,000,000 shares of preferred stock with a par value of $.0001 per share. The Company, known as Yellowwood Acquisition Corporation prior to the merger, was incorporated on September 21, 2011 and has an authorized capitalization of 1,000,000,000 shares of common stock and 20,000,000 shares of preferred stock.
 
Ameri Metro 2010 was a development-stage company designed to engage in the development of efficient transportation systems, primarily high-speed rail networks for passenger and freight and the development of a certain toll road in the State of Alabama. As a result of the merger, the business plan of Ameri Metro 2010 became the business plan of the Company.
 
The Company is a development stage company and has no operating history and has experienced losses since its inception. The Company has received only minimal revenue from earlier consulting work. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. 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.
 
Since its incorporation, the Company has developed its business plan, appointed officers and directors, engaged initial project consultants and entered into negotiations and contracts for related and ancillary business. The Company is a development stage company in the process of developing proposals for high-speed rail service. 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 BUSINESS
 
High Speed Rail Systems
 
In summary, the Company plans to develop and prepare comprehensive project proposals for the development of high speed rail systems in selected regional areas; and to provide for the issuance of bonds by the Company's affiliated nonprofit companies to finance such projects. The Company plans to prepare and present the high speed rail project proposal and proposed financing possibility as a complete package to the regional governing agencies.
 
First, the Company will locate a target area for high speed rail transportation. To do this the Company will look at such demographic factors as population distribution, other transportation alternatives, demand for such service, availability of prior-use rail beds, etc. The Company plans to locate regional areas that are good candidates for high-speed rail systems. Because the Company plans to prepare the project proposal utilizing existing and new railbeds, stations, and equipment the availability of such items will be considered.
 
To assist in locating potential target regional areas, the Company anticipates that it will use the services of Transportation Economics & Management Systems, Inc. ("TEMS"), an independent company with expertise in public transportation and high speed rail service, to provide the Company with a basis for prioritizing its options by identifying the most effective high-speed rail corridors and technologies for the Company to consider in its development of its high-speed rail development projects. The TEMS team consists of four renowned experts in high-speed rail technology and implementation with experience in providing such similar analysis of high-speed rail projects and related transportation systems to the Rocky Mountain Rail Authority, the Southeastern Minnesota Rail Alliance, Maine Department of Transportation, Florida Department of Transportation VIA Rail Canada, Massachusetts Bay Transportation Authority and myriad others. Using its extensive databases of the North American market for intercity high-speed rail, and its detailed expertise on the character of high-speed rail technology, TEMS will assess ten corridors for the Company and provide a qualitative technology assessment that will specify the advantages and disadvantages of each option. TEMS will rank the options and suggest the best combinations of corridor and technology. TEMS has recommended the Midwest as an initial target project area as the Midwest has several major urban hubs, has multi track lines already in place and a existing basic railroad infrastructure as a result of the City of Chicago developing as one of the largest railroad hubs and crossroads in the United States.

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Upon receipt of a recommendation from TEMS, the Company plans to analyze the recommended initial project regions and choose to develop, initially, the high-speed rail project for a region.
 
Second, the Company's business plan is to develop such project proposal for a regional high speed rail system by bringing together the resources, plans, financing, approvals and technology needed to implement such a high-speed rail project, including obtaining bids for work, projections for costs, availability of land, etc.
 
The Company intends to prepare a feasibility study of the target area and to locate potential contractors and manufacturers that would complete the work and that will provide cost estimates. Because high-speed rail travel is already in-place in much of Europe and Asia, the Company anticipates working with European companies to furnish the high-speed equipment, such as locomotives and passenger cars.
 
Thirdly, the Company analysis and review of the land availability for the proposed rail system will be undertaken. Consideration needs to be given to zoning laws, environmental impact, soil condition, etc. The Company anticipates that it will use local expertise in the regional area for this analysis. The Company also projects that the rail systems to be considered will be primarily over rural areas connecting urban areas and utilizing existing rail beds and rights-of-way so many of these issues will have already been addressed.
 
Fourth, the Company intends to assemble the proposed contract bids 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 proposal.
 
The Company plans to work as project supervisor and coordinator.
 
Next, the Company will address financing the proposed project. The president 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.
 
The nonprofit statutes allow nonprofit corporations to issue bonds and the Company envisions that its related nonprofits will issue bonds to fund the projects. The Company anticipates that 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 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 .

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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.
 
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 of $15,000,000,000 of HSRF Revenue Bonds Series 2010. In April 2012 this Indenture was amended to reflect a Master Indenture of $20,000,000,000. 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.

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ING Investment Management
 
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. 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. Shah Mathias, the President 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, Mr. Mathias assisted in the creation of Alabama Toll Facilities, Inc. (ATFI) and helped to obtain its status 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 resinged 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 President) 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 GTI. As such the Company, through its subsidiary, GTI, has the development rights for such toll road. 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 the bond offering of up to $7,000,000,000 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. In April 2012 the Alabama Indenture was amended to reflect a Master Indenture of $20,000,000,000. 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.

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The advantages of the Damar TruckDeck system are as follows:
 
1. Organize gear in removable containers with the DAMAR Load-N-Go Ô containers, easily converting a truck's usage by quickly swapping containers. 2. Protect items in lockable hatches. Lockable, repositionable hatches protect items in the Load-N-Go Ô containers from theft and weather while a rear hatch allows the full length of the bed to be used for securing longer materials.
 
3. Keep ability to haul large items. The recessed CargoDeck surface is built to support and haul large materials and equipment, and by maintaining some bed wall height there is no need to strap items down.
 
4. Can be installed or removed in minutes by one person with no tools and no drilling. The Damar Corporation has entered into contracts for sale of its Damar TruckDeck with Lowe's, The Home Depot, Advanced Auto Parts, Sam's Club, Costco and Meyer Distributing.
 
The Company shall receive all rights and title to the patents, the TruckDeck system, and all related assets, for a purchase price of:
 
1. $750,000 payable as $500,000 cash and the remaining $250,000 payable in the form of Shares of the Company's common stock; and
 
2. Royalty payments equal to $2.50 for each unit sold from items arising from the patent, including the Damar TruckDeck, for a period of five years.
 
After such five years, the parties will renegotiate the terms of the agreement. If no agreement can be reached, then the parties agree to extend the royalty payments for one addition year after which time all royalty payments will terminate.
 
3. The cash payment portion of the purchase price is payable within 90 days of the successful completion of the registration as a publicly traded company pursuant to the Securities Act of 1933.
 
The Company cannot effect this agreement until its raises the funds necessary to the acquisition of such assets as listed in the agreement.
 
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.

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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.
 
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.

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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.”.
 
THE COMPANY
 
Jumpstart Our Business Startups Act
 
In April, 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies; Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934; Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will not longer qualify as an emerging growth company after the earliest of
 
(i) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
(ii) the completion of the fiscal year of the fifth anniversary of the company's IPO;
(iii) the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or
(iv) the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.
 
The Company meets the definition of an emerging growth company and will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.
 
Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

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(i) audited financial statements required for only two fiscal years;
(ii) selected financial data required for only the fiscal years that were audited;
(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)
 
However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.
 
Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.
 
The JOBS Act also exempts the Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.
 
The JOS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.
 
Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.
 
Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.
 
Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.
 
Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a road show.
 
Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

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The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.
 
Private Placement
 
From August, 2011 to December 2011, the Company privately issued for cash or for services, pursuant to an exemption from registration under Rule 506 of Regulation D of the Rules and Regulations of the Securities and Exchange Commission, as a transaction by an issuer not involving any public offering, 500,000 shares of its common stock to approximately 77 shareholders, 16 of whom are accredited investors, for an aggregate cash price of $98,650.
 
Loans
 
The Company currently has no loans outstanding as of the date hereof. The Company's accountants have registered the credit of the payment discussed below of $100,000 to Tiber Creek Corporation as a loan to the Company by Penndel. This related party loan has been repaid by the issuance of stock to Penndel.
 
Agreement with Tiber Creek Corporation
 
On October 31, 2007, Penndel Land Company, Inc., an affiliated company with Ameri Metro through the common ownership of its President, entered into an agreement with Tiber Creek Corporation (“Tiber Creek”) whereby Tiber Creek would provide consulting and other services. In 2010, the Company entered an agreement with Tiber Creek Corporation to provide assistance in effecting transactions for the Company to become a public company, including causing the preparation of a private placement offering document, the preparation and filing a registration statement with the Securities and Exchange Commission, assistance with applicable state blue sky requirements, advise and assistance on listing its securities on a trading exchange, assistance in establishing and maintaining relationships with market makers and broker-dealers and assistance in other transactions, marketing and corporate structure activities. available at that time. Fees paid by Penndel to Tiber Creek were credited by Tiber Creek to the payment of its fees under the contract of $100,000.
 
Marketing Strategy
 
The Company has conducted limited advertising and marketing to date as the primary focus of the Company since inception has been to develop, refine and ready its projects. The Company has, however, given substantial attention to constructing the marketing strategy and plans that it will use once it begins it to implement one of its transportation systems.
 
A major challenge facing the Company is finding and using cost-effective, efficient marketing strategies and tactics to commercialize its projects and raise interest and awareness of its design ideas. As a developing company, the Company has limited resources and can only devote a certain amount of expenditure to marketing and advertising services.
 
Marketing Plan
 
The marketing plan of the Company is to enter local markets in an organized manner so as to concentrate efforts to build brand awareness and visibility for the Company’s projects. The Company’s belief is that the Company will be best served by focusing its efforts on penetrating particular market segments rather than attempting to reach a wide array of projects in varying geographic areas. The overall marketing plan consists of an approach to reach key decision-makers for large transportation-related projects.

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Long-Range Ideas and RelatedCompanies
 
In addition to the nonprofit companies discussed earlier, Shah Mathias, the CEO of the Company, has developed long-range ideas and plans to develop currently undeveloped areas through which the 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.
 
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 nor 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.
 
Revenues from Operations
 
Since its inception, the Company has focused its efforts on project development and has devoted little attention or resources to sales and marketing. Accordingly, the Company has had very limited revenues to date and has not sold any of its projects to third parties. In order to succeed, the Company needs to develop a strategy and execution plan to successfully develop and sell its high-speed rail design systems to local and regional municipalities.

11 	

 	
 
Employees
 
In addition to the Chief Executive Officer, the Company has one paid administrative employee and approximately thirteen other persons who are working on behalf of the Company to assist in the development of its initial high-speed rail project. None of these people currently receive salaries or other compensation and no salaries have been accrued. The Company has issued stock to these people for their consulting and professional services. At the time the Company becomes a public company, the Company will hire these people as employee. Only Mr. Mathias is employed by the Company in a full-time capacity.
 
Property
 
The Company’s offices are located at 3030 East Market Street, York, Pennsylvania 17402. Its telephone number is (717) 701-7726. The Company has moved into these offices commencing the first of September, 2012. The lease at its prior location was canceled without penalty. The current lease is a month-to-month lease for $500 per month.
 
Subsidiaries
 
The Company has one subsidiary, Global Transportation & Infrastructure Inc. ("GTI") incorporated in the state of Delaware. GTI is a wholly owned subsidiary of the Company. The Company owns 25% of each of the companies listed in the section "Related Companies".
 
Summary Financial Information
 
The statements of operations data and the balance sheet data for the year ended July 31, 2011 and the period ended April 30, 2012 are extracted from the financial statements included elsewhere in this prospectus.
 
 	 	 	 	 	For the Period from April 13,	 	
 	 	Nine months ended	 	 	2010 (Inception) to	 	
 	 	April 30, 2012	 	 	April 30, 2012	 	
Statement of operations data	 	 	 	 	 	 	 	 	
Revenue	 	$	-	 	 	$	38,811	 	
Total operating expenses	 	 	26,178	 	 	 	293,993	 	
Loss from operations	 	 	(26,178	)	 	 	(255,182	)	
Total other income (expense)	 	 	(213,667	)	 	 	(862,970	)	
Net (loss) income	 	$	(239,845	)	 	 	(1,118,152	)	
Weighted average number of shares outstanding, weighted and diluted	 	 	11,066,732	 	 	 	 	 	
 
 	 	For the	 	 	For the	 	
 	 	Period ended	 	 	Year ended	 	
 	 	April 30, 2012	 	 	July 31, 2011	 	
Balance sheet data	 	 	 	 	 	 	 	 	
Total current assets	 	$	3,353	 	 	$	1,907	 	
Other assets	 	 	4,379,324	 	 	 	4,085,320	 	
Total assets	 	 	4,383,557	 	 	 	4,087,227	 	
Total liabilities	 	 	158,457	 	 	 	158,457	 	
Additional paid in capital	 	 	5,388,993	 	 	 	5,276,794	 	
Deficit accumulated during the development stage	 	 	(1,118,152	)	 	 	(1,349,137	)	
Total stockholders’ equity	 	$	4,225,100	 	 	$	3,928,770	 	

12 	

 	
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
The Company is a development stage company. As of April 30, 2012, the Company has only generated $38,811 in revenue from earlier consulting work and has incurred net operating losses of $255,182 since April 13, 2010 (Inception) and accumulated deficit during development stage of $1,118,152.
 
The Company has received its operating funds from the sale of its securities.
 
Going Concern
 
The Company’s auditors have issued a report questioning the Company’s ability to continue as a going concern without the influx of additional capital. The Company will need to raise capital to allow it to develop the Alabama Toll Road project as well as the further develop the high-speed rail project.
 
Alternative Financial Planning
 
If the Company is not able to successfully raise monies in the future by a contemplated public offering, or otherwise obtain or raise funding, the Company’s ability to survive as a going-concern and implement any part of its business plan or strategy will be severely jeopardized.
 
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.
 
Revenue recognition
 
The Company does not currently have any issues with respect to revenue recognition policies, and does in all material respects, comply with generally accepted accounting principles.

13 	

 	
 
Share-based payments
 
The Company may issue shares of common stock to employees and non-employees for services. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.
 
The Company will estimate the fair value of stock options and warrants using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the average volatility of the trading prices of comparable companies and the expected life of stock options is based upon the average term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our stock options and warrants.
 
The Company will estimate the fair value of shares of common stock issued for services based on the price of shares of the Company’s common stock sold in contemporaneous private placements or offerings on the date shares are granted.
 
Recent Accounting Pronouncements
 
No recent accounting pronouncements or policies were issued.
 
Loans
 
The payment by Penndel to Tiber Creek Corporation of $100,000 which was subsequently credited to the the Company has been repaid in full with the issuance of shares of common stock.
 
Discussion for the Year ended July 31, 2011
 
Total assets of the Company increased from $1,494,098 for the year ended July 31, 2010 to $4,087,227 for the year ended July 31, 2011. This increase was due to the acquisition of a mortgage receivable that was assigned to the Company by a partnership controlled by the Company's president (Jewell Real Estate Limited Partnership). That partnership sold a tract of undeveloped real property located in Pennsylvania for approximately $16 million which was paid partly in cash and partly by a mortgage secured by the property and held by the partnership in the amount of $3,723,353. On September 3, 2010, the partnership assigned that mortgage to the Company in exchange for 120,000 shares of the Company's common stock and $700. The mortgage bears interest at 10.5% and comes due in January 2013. If parcels of the tract are sold prior to that date installments payments will become due according to a schedule. Interest income accrued for the year ended July 31, 2011 was $343,824.
 
In addition, for the year ended July 31, 2011, the Company removed from its balance sheet the $1,494,077 from the balance sheet for the year ended July 31, 2010 which was the value of certain land held by the Company of 50 acres of property in Cumberland County, Pennsylvania. Penndel Land Development Co. (a company controlled by the Company's president) held the mortgage to that property and assigned it to the Company in 2010. The Company took the deed to that property when the non-related third party borrower defaulted on the mortgage. The owner of the property had used that property as security for another loan on which it defaulted and that lender foreclosed on the property and took title to the property through a Sheriffs Deed. As a result of the foreclosure and issuance of Sheriff's Deed, the Company removed the value of the land and accrued real estate taxes from its balance sheet for the year ended July 31, 2011. The Company believes that notice and redemption was improper and that the foreclosure and issuance of Sheriff's Deed erroneous.
 
The Company recorded additional paid in capital of $5,399,993 which consists of $3,722,641 from the common shares issued to Jewell Real Estate Limited Partnership in exchange for the assignment of the mortgage and $1,510,419 for the common shares issued to Penndel to pay off the mortgage plus accrued interest.

14 	

 	
 
The Company incurred a net loss of $90,920 for the period ended July 31, 2010, with general and administrative expenses of $979 and total operating expenses of $77,174 for such period. The Company received no revenue in such period.
 
Mr. Shah Mathias, as chief executive officer of the Company, has received no salary to date, and will not receive any salary until such time as the Company has raised additional funds.
 
General and administrative expenses for the period from inception (April 2010) through July 31, 2010 were $979. The Company incurred total operating expenses of $77,174 during such period.
 
Liquidity. The Company received little to no monies from the private sale of its stock in the period ended July 31, 2011. The Company has no continuous methods of generating cash.
 
Capital Resources. The Company did not incur any capital expenditures other than the purchase of office supplies and computer equipment.
 
Results of Operations. The Company completed no sales and received no revenues since inception other than from the sale of its securities. The Company does not anticipate that it will generate revenue sufficient to cover its operating expenses until the development of its business plan or the raise of additional capital.
 
Discussion for the month Period Ended April 30, 2012
 
The Company has only received minimal revenues of $34,238 for for the nine-month period ended April 30, 2012 for consulting work. The Company received no revenues for the three month period ended April 30, 2012.
 
Total assets and total liabilities for the period ending April 30, 2012 and July 31, 2011 remanded relatively consistent with assets of $4,383,557 and $4,087,227 respectively and liabilities of $4,225,100 and $3,928,770 respectively.
 
The Company has negative working capital and has incurred losses since inception. The Company's accountants have issued a note in their financial statements that the ability of the Company 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. The accountants determined that these facators create substantial doubt about the Company's ability to continue as a going concern.
 
MANAGEMENT
 
The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:
 
 	 	 	 	 	 	Date Term	
Name	 	Age	 	Position	 	Commenced	
 	 	 	 	 	 	 	
Shah Mathias	 	53	 	Director, Chief Executive Officer	 	June 12, 2012	
James Becker	 	53	 	Director, President	 	June 12, 2012	
Steve Trout	 	56	 	Director, Secretary/Treasurer	 	June 12, 2012	
Naresh Mirchandani	 	45	 	Director	 	June 12, 2012	
Shahjahan C. Mathias	 	46	 	Director	 	June 12, 2012	
Donald E. (“Nick”) Williams, Jr.	 	56	 	Director	 	June 12, 2012	
Keith A. Doyle	 	54	 	Director	 	June 12, 2012	
Carter Clews	 	 	 	Director	 	Sept. 1, 2012	
Suhail Matthias	 	 	 	Director	 	Sept. 1, 2012	
 
Each director received 1,000,000 shares of stock for their service to the Company. Mr. Shah Mathias received additional shares for services to the Company. The shares have no stated value.

15 	

 	
 
Shah Mathias, Chief Executive Officer and Director. Mr. Mathias has an extensive background in real estate and property development. Beginning in 1988, Mr. Mathias commenced his career in real estate with the personal acquisition and like-kind exchange sales of investment property. In 1992, Mr. Mathias started a mortgage-banking corporation underwriting loans under his own name and selling such loans on the open market. By 2000, Mr. Mathias’ company had underwritten more than $1 billion in loans. In 2002, Mr. Mathias started Penndel Land Co., a real estate company which now has substantial assets and property. Mr. Mathias received his education at Penn State Institute of Technology.
 
James Becker , President and a director. Mr. Becker is an experienced entrepreneur in the Pennsylvania area. In 1990, Mr. Becker purchased a partnership in a family style restaurant and in 1992 bought out his partner and added additional seating capacity. In 1997, he purchased a second restaurant and later sold both. In 2004, Mr. Becker became Vice President of Sales for Yorktowne Casket Company, a 14 state independent casket distributor company, where he managed the 34 sales representatives and oversaw its continued sales force. In 2007, Yorktowne Casket was sold to Matthews International. Mr. Becker currently serves as a Regional Sales Manager for Matthews International where he manages an eight member sales force and personal accounts totaling $21 million in annual sales. Mr. Becker begins his business knowledge and financial and personnel management skills to the Company.
 
Steve Trout, Secretary/Treasurer and a director. Mr. Trout has extensive experience in sales and marketing. Since 1997, he has handled all inside sales for Military and Commercial Fasteners Corporation, York, Pennsylvania. Prior to his employment with that company, Mr. Trout served as sales representative to several companies including MetLife and Dauphin Electric Supplies Co., both in Pennsylvania. Through his career Mr. Trout, has held account responsibility for over one hundred industrial accounts and increased sales to assigned industrial accounts substantially; prospected for and added new accounts and planned sales strategies for target accounts. Mr. Trout served as vice-chairman of Customer Service Committee, evaluated suggestions from coworkers and customers, created customer service survey and conducted interviews, compiled survey results and presented proposed improvements to company management. Mr. Trout received his M.B.A. degree from Syracuse University and his Bachelor of Business Administration from Pennsylvania State University. Mr. Trout's business education and business experience provide the Company with a depth of expertise and business skills.
 
Naresh Mirchandani, Chief Financial Officer and a director. Mr. Mirchandani has more than 20 years experience in high volume financial administration and negotiations with a particular expertise in the areas of commercial and residential mortgage financing, mergers and acquisitions, tax abatement, budgetary planning and management, and government loan negotiation. As corporate controller for a domestic and offshore marketing firm, Mr. Mirchandani oversaw a budget of more than $180 million annually. Mr. Mirchandari was commissioned by the United States Bankruptcy Court Trustee’s office to successfully develop a case against MCI, Inc., which the telecommunications giant was forced to settle for more than $7.5 million. For the past five years, Mr. Mirchandani has been a self employed consultant in mortgage banking and insurance products and services. A graduate with honors from India’s University of Bombay, Mr. Mirchandani also has a Masters of Business Administration from the Duke University Fuqua School of Business. Mr. Mirchandani brings to the Company a financial and accounting expertise as well as experience in government regulation and land development.
 
Shahjahan C. ("Chuck") Mathias, Executive Vice President and a director. Mr. Chuck Mathias is a recognized authority in the marketing of electrical utility power backup systems, with a long history of working with nuclear power generation facilities, communications companies, large data centers and manufacturers of Uninterruptible Power Systems (UPS). Currently the Director of OEM Sales for C&D Technologies, he is responsible for having secured a $27 million contract with the government for the Minuteman Missile Launch System and increasing sales from $69 million to $83 million in a single 15-month period. In his earlier position as Utility Marketing Manager for Exide Corporation/EnerSys, Mr. Mathias was the Team Leader supporting government contract interface with the Air Force and the FAA. For the past five years, Mr. Mathias has worked in the sale and marketing design for power back up systems on an as needed basis. Mr. Chuck Mathias is the brother of Shah Mathias, CEO of the Company. Mr. Mathias brings to the Company is knowledgeable and experienced with procuring government contracts, developing business strategies and working on complex and detailed projects.

16 	

 	
 
Donald E. (“Nick”) Williams, Jr., a director. Nick Mr. Williams has over 30 years experience in Radiological Engineering, Environmental Safety and Health, Physics and Hazardous Material Management for both government and private industry in the U.S. and internationally. Mr. Williams holds a Bachelor of Science degree in biology from Providence College and an Masters of Science degree in Radiological Sciences from the University of Massachusetts-Lowell. Over the first 10 years of his career in the nuclear industry, Mr. Williams’ work was centered in the areas of power reactor construction, operation, and maintenance. Over the last 20 years, his focus has turned to decommissioning major power reactors and nuclear weapons complex facilities in the United States and abroad. These tasks involved the safe handling, packaging, and disposal of large quantities of radioactive and hazardous materials in accordance with stringent U.S. and international standards to ensure public and workforce safety. Mr. Williams has been a consultant to many utility companies (e.g. Exelon, Pacific Gas & Electric, British Nuclear), architect-engineers (e.g. Shaw, Westinghouse, CH2MHill), and government agencies (DOE, DOD). He was the owner of a private nuclear consulting firm with over 130 employees for 10 years, and currently holds the position of Director of Radiological Engineering for a large western U.S. company. Mr. Williams provides the Company with a strong background in regulatory compliance, government contracts and public health and safety. Mr. Williams will be instrumental in assisting in the development of the railroad and highway projects and dealing with environmental and waste issues.
 
Keith A. Doyle , a director. Since 1995, Mr. Doyle has served as CEO and President of The Doyle Group, LTD, York, Pennsylvania, an unfranchised development company. From 1983 to 1995, Mr. Doyle was a realtor in York County, Pennsylvania, was a multi-million dollar producer and served as President of the Board of Realtors of York County, Pennsylvania.

Suhail Matthias , a director. Mr. Matthias is the founder and CEO of Diamond Carriages, Ltd., a chauffeuring company started with a single taxi in 2002 and developed into a limousine service in Central London. Diamond Carriages is now listed among the top five limousine services by the popular United Kingdom reference site Zettai.
 
Carter Clews, a director, serves as Senior Vice President of International Marketing of the Company. Mr. Clews works in the offshore property marketing field and as an international journalist specializing in geopolitical investment trends. Currently, Mr. Clews numbers among his clients resort and residential developments throughout the Caribbean and in select Mediterranean countries. Mr. Clews investment analyses frequently appear in such publications as International Living, Caribpro.com, and EscapeArtist.com. Mr. Clews also has extensive experience in politics, having worked in U.S. presidential campaigns and managed congressional campaigns throughout the United States. In the early 1980s, Clews served as Director of Communications for the U.S. Senate Conference of the Majority, a role in which he worked closely with the Reagan White House. In 1995, Mr. Clews was named the international Infomercial Writer of the Year.

None of the officers or directors of the Company has been a party to a bankruptcy petition, was convicted in a criminal proceeding or named in a pending criminal proceeding other than as otherwise disclosed, nor has been temporarily or permanently enjoined from engaging in any type of business activity, including any securities related business.
 
Director Independence
 
Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that Nick Williams is an independent director.
 
Committees and Terms
 
The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
 
Legal Proceedings
 
Shah Mathias, 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.

Penndel Land Co and Shah Mathias are co-defendants in an action demanding payment of the difference between the sales price of a certain piece of real property and the price of an agreement of sale entered into by the defendant. The agreement of sale was terminated and a mutual release executed. The Company believes the action will be dismissed.
 
Shah Mathias, 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.

17 	

 	
 
EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
No salaries or accrued compensation has been paid. There is no accrued compensation that is due to any member of the Company’s management. No executive officer has received cash compensation in excess of $100,000 in the Company's fiscal year.
 
Anticipated Officer and Director Remuneration
 
The Company has not paid any compensation to any officer. The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors as soon as possible. The Company anticipates that it will compensate its officers at such time, if ever, that it becomes a pubicly trading company. The Company anticipates that the Chief Executive Officer will receive compensation in cash and stock to equal $1,200,000 and the other key executive officers, including president, chief financial officer and secretary/treasurer compensation equal to $350,000 per annum. 
The Company issues stock to the directors for their service to the Company. Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program. The Company also plans to compensate directors at $150,000 per annum, except independent directors which will receive compensation of $120,000 per annum.

Name and Position	 	Year	 	 	Salary	 	 	Bonus	 	 	Stock
awards	 	 	Option awards	 	 	Nonequity Incentive plan Compensation	 	 	Nonqualified deferred compensation earnings	 	 	All other compensation	 	 	Total	 	
Shah Mathias (1)	 	 	2011	 	 	$	0	 	 	$	0	 	 	 	10,100,000	(1)(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
CEO	 	 	2012	 	 	 	 	 	 	 	 	 	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	212,100,000	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
James Becker	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,100,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
President	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Steve Trout	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,125,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Secretary/	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Treasurer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Naresh Michandani	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,110,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shahjahan Mathias	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,100,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Donald Williams	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,000,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Keith Doyle	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,000,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Carter Clews	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,030,000	(3)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Suhail Matthias	 	 	2012	 	 	$	0	 	 	$	0	 	 	 	1,110,000	(2)	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	$	0	 	
Director	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

(1) In 2011, Mr. Mathias owned 10,000,000 shares of Ameri Metro, Inc. which were converted as part of the merger with Yellowwood on a 1-for-1 basis into shares of Yellowwood. The 212,100,000 shares were issued to Mr. Mathias without a stated value to the shares.
 
(2) Each of the named executive/director owned 100,000 shares of Ameri Metro, Inc. which were converted as part of the merger with Yellowwood on a 1-for-1 basis into shares of Yellowwood in 2012. The listed shares were issued without a stated value to the shares.
 
(3) The named director owned 10,000 shares of Ameri Metro, Inc. which were converted as part of the merger with Yellowwood on a 1-for-1 basis into shares of Yellowwood in 2012.

Shah Mathias will receive 10% of the face value of all revenue contracts entered into by the Company.

The stock has been issued to the named employee without consideration for such issue and without any conditions or restrictions.
 
Employment Agreements
 
The Company has not entered into any employment agreements with any officers and key personnel.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth information regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

Name and Position	 	Shares Owned	 	 	Percentage
of Class (1)	 	
Shah Mathias	 	 	223,100,000	 	 	 	90.8	%	
 	 	 	 	 	 	 	 	 	
James Becker	 	 	1,100,000	 	 	 	*	 	
President	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Steve Trout	 	 	1,125,000	 	 	 	*	 	
Secretary/ Treasurer	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Naresh Michandani	 	 	1,110,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Shahjahan Mathias	 	 	1,100,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Donald Williams	 	 	1,000,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Keith Doyle	 	 	1,000,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Carter Clews	 	 	1,030,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Suhail Matthias	 	 	1,110,000	 	 	 	*	 	
Director	 	 	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	
All directors/officers as a group (9 persons)	 	 	231,675,000	 	 	 	94.4	%	

* Less than 1%
 
(1) Based on 245,554,421 shares of common stock outstanding.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Steve Trout, Secretary/Treasurer and a director, is the brother-in-law of Shah Mathias, the Chief Executive Officer of the Company. Shahjahan Mathias is the brother, and Sohual Matthias is the cousin, of Shah Mathias.

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On September 3, 2010, the Jewell Real Estate Limited Partnership (a partnership controlled by the Company's CEO) assigned a mortgage in the amount of $3,723,353 to the Company for certain undeveloped real property located in Pennsylvania in exchange for 120,000 shares of the Company's common stock and $700. The mortgage bears interest at 10.5% and comes due in January 2013. If parcels of the tract are sold prior to that date installments payments will become due according to a schedule. Interest income accrued for the year ended July 31, 2011 was $343,824.
 
The Company recorded additional paid in capital of $5,399,993 which consists of $3,722,641 from the common shares issued to Jewell Real Estate Limited Partnership in exchange for the assignment of the mortgage and $1,510,419 for the common shares issued to Penndel to pay off the mortgage plus accrued interest.
 
Penndel Land Development Co. (a company controlled by the Company's CEO) held the mortgage to 50 acres of property in Cumberland County, Pennsylvania and assigned it to the Company in 2010. The Company took the deed to that property when the borrower defaulted on the mortgage. The owner of the property had used that property as security for another loan on which it defaulted and that lender foreclosed on the property and took title to the property through a Sheriffs Deed. As a result of the foreclosure and issuance of Sheriff's Deed, the Company does not claim value for the land on its balance sheet for the year ended July 31, 2011. The Company believes that notice and redemption was improper and that the foreclosure and issuance of Sheriff's Deed erroneous.
 
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 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. As part of this joint venture, Penndel will receive a percentage of each class of shares in the Company in exchange for $10,000,000 worth of consulting services.
 
On October 30, 2010, the Company entered into an agreement with High Speed Rail Facilities, Inc. (a nonprofit entity established by the Company's CEO). Under the terms of the agreement, AMI will act as an agent and representative of High Speed Rail Facilities, Inc. 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 high speed rail and related activities. High Speed Rail Facilities, Inc. will be responsible for accepting, holding, administering, investing and disbursing funds obtained in connection with activities discussed above. The consulting fee will be 1.5% of the master bond indenture of $15 billion dollars.
 
In November 2011, the Company entered into agreement with High Speed Rail Facilities, Inc. and High Speed Rail Facilities Provider, Inc. (nonprofit corporations established by the Company CEO) to provide construction services and advisory services.
 
In July 2011, the Company signed a letter of intent with HSR Technologies, Inc. that HSR Technologies will provide to the Company exclusive use of rail technologies and use of its know-how for manufacturing of train sets meeting the new Federal Rail Administration and American Public Transportation Association safety specifications. The Company will pay HSR Technologies, Inc. a nonrefundable deposit of 250,000 common shares and 200,000 of preferred shares of the Company and the sum of $25,000,000 60 days after the Company becomes a listed company.
 
On December 1, 2010, Penndel Land Company (a related Party) assigned the contract rights related to a construction agreement entered into with Alabama Toll Facilities, Inc. No consideration was given in relation to the assignment of the contract rights. Under the terms of the agreement, the Company's subsidiary; 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. The face amount of the contract is $6 billion at cost plus 30%, plus 2% over the adjustment for the increase in inflation, but not less than such amount that will result in a profit of $1.8 billion. In addition, GTI will receive a fee of 2% of the funds generated through financing it secures for the project.
 
The Company entered into an agreement with Penndel Land Company for assignment of the contract (a related company owned by Shah Mathias, CEO of the Company) for 200,000 shares of the Company's preferred stock and 250,000 shares of the Company's common stock to be transferred to Penndel at such time as the Company becomes a trading company. The Company will also pay the initial sum of $40,000,000 to Penndel. Further consideration is to be paid as follows:

19 	

 	
 
Payment to Penndel of two dollars and 13/100 ($2.13) per square foot of the right- of-way for construction of the roadway and for over pass air rights. Payment to Penndel of a sum equal to one dollar and 25/100 ($1.25) per square foot by one foot in height and sixty- nine cents ($0.69) per foot of height thereafter.
 
In the same agreement, the Company also secured additional construction contract for future phases adding an $8 billion dollar contract at cost plus 30 percent, plus 2 percent over the adjustment for the increase in inflation, but not less than such amount that will result in an additional profit of $2.4 billion. In addition GTI will receive a fee of 2 percent of the funds generated through financing it secures for the project.
 
In July 2011, the Company contracted with its related companies to sell to those companies the concession rights to build and operate development of those long-range planned Port Ostia, Port of De Claudius and KSJM airport projects. The Company signed a letter of intent that calls for Port of Ostia to pay to the Company$150,000,000 for concession rights, Port De Claudius to pay the Company $100,000,000, and KSJM airport to pay the Company $150,000,000. None of these payments will be made until such time as the Company, and its related companies, are operating, have revenues and have instituted the business plan.
 
RISK FACTORS
 
The Company's independent auditors have issued a report questioning the Company's ability to continue as a going concern.
 
The report of the Company's independent auditors contained in the Company's financial statements for the period ended July 31, 2011 includes a paragraph that explains that the Company has experienced recurring losses and has an accumulated deficit during the development stage of $1,349,137. These matters raise substantial doubt regarding the Company's ability to continue as a going concern without the influx of capital through the sale of its securities or through development of its operations.
 
The Company is a development-stage company and has little experience in its proposed area of operations.
 
The Company is a development-stage company and as such has little experience in its intended area of operations. Such lack of experience may result in the Company experiencing difficulty in adequately designing or building any project, thereby causing the project to function improperly or provide inadequate utility for which it is intended. If the Company’s projects consistently function improperly or perform below expectations, the Company will likely be unable to market and sell many of its projects. In addition, the Company’s lack of experience may result in difficultly in actually developing and effecting transportation highpeed rail systems or developing the Alabama toll road. The Company intends to build strong relationships with partners, such as distributors and retailers, who can help market and deliver the Company’s projects.
 
Management has no experience in the development of either railway or highway transportation systems and such inexperience may create unexpected or unanticipated problems and/or losses for the Company.
 
Management has no prior experience in the development of highway or railway transportation systems, including obtaining the necessary designs, plans, permits, development teams and capital. Such inexperience may lead to the unexpected or unanticipated problems or missteps that could cause the Company losses or delays. Management is in the process of building a team of advisors and experts to assist it in all the stages of the development of such transportation systems but there can be no assurance that those experts are sufficiently experienced to guide the Company to economic success.

20 	

 	
 
The Company has no operations and its business plan lays out the conceptual operations of the Company which have not yet been implemented and face significant obstacles.
 
The Company has a business plan which sets out its conceptual design to plan and develop regional high-speed passenger, freight railroad systems or other transportation developments. However, the Company has not implemented any of the steps required to implement such a plan or plans. The need to raise or obtain capital for the implementation of its business plan, the Company will face significant other obstacles in planning and effecting regional high-speed railroads. The Company has no contracts or other arrangements or understandings with any municipality or area for such a railroad project nor does it have any contracts with suppliers, developers, designers or others that will be needed to assist the Company to develop a working project plan. As the Company develops its plan for a regional high-speed railroad, it may be required to obtain governmental and environmental approvals and possibly be subject to approval by local or state voting propositions, referendums or state legislatures. In addition, the Company may not be able to obtain the land on which such railroads are proposed and may have to seek government condemnation of such land, which may not be possible. These and other unforeseen obstacles may present significant obstacles to the ability of the Company to implement its business plan.
 
No assurance of commercial feasibility.
 
Even if the Company’s plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that the Company’s initiatives will perform as intended in the marketplace.
 
The Company is a development-stage company with no operating history of its own and as such any prospective investor cannot assess the Company’s profitability or performance.
 
Because the Company is a development-stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, the Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company management’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry.
 
The Company has very limited revenues to date.
 
The Company has generated very little revenue to date and has no source of on-going revenue. Most of the time of the Company’s management, and most of the Company’s limited resources have been spent in developing its initial plans, researching additional projects, contacting potential partners, exploring marketing contacts, establishing manufacturing sources, preparing our business plan and model, selecting professional advisors and consultants and seeking capital for the Company.
 
The Company will require additional capital in order to execute its business plan and expects to incur additional expenses and may ultimately never be profitable.
 
As of July 31, 2011, the Company had an accumulated net loss of $1,349,137. The Company will require additional capital in order to execute its current business plan, and as a result, the Company may not be able to successfully implement its business model. The Company estimates it will likely require approximately at least $1,000,000 to begin its initial development of basic sales and marketing. If the Company is not able to raise funds through an offering of its securities, then the Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully commercialize its projects, a process that involves many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues or become profitable.

21 	

 	
 
The Company is a development stage company and has a correspondingly small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect its ability to attract and retain qualified directors.
 
The Company is a development stage company, with a finance and accounting organization that has been geared toward its operations as a small privately owned company. However, the rigorous demands of being a public reporting company will require a larger finance and accounting group. As a public company, the Company will be subject to the reporting requirements of the Securities Exchange Act of 1934. The requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs, and have made, and will continue to make, some activities more difficult, time-consuming or costly and may place significant strain on the Company's personnel, systems and resources.
 
The Securities Exchange Act requires, among other things, that the Company maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the Company's business, financial condition and results of operations.
 
These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.
 
The Company’s founder beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over shareholder and corporate actions.
 
Mr. Shah Mathias, the founder and chief executive officer of the Company, is currently the beneficial owner of approximately 78% of the Company’s outstanding common stock. As such, he is able to exert significant influence and potential control over matters requiring approval by shareholders, including the election of directors and approval of significant corporate transactions.
 
The Company depends on its CEO to manage its business effectively.
 
The Company's future success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled managerial, sales and marketing personnel. In particular, due to the relatively early stage of the Company's business, its future success is highly dependent on its CEO and founder, Shah Mathias, to provide the necessary experience and background to execute the Company's business plan. The loss of his services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives, particularly in its ability to develop a successful strategy to conceptualize, market and develop projects, and as such, would negatively impact the Company's possible development.

22 	

 	
 
The time devoted by Company management may not be full-time.
 
It is anticipated that key officers will devote themselves full-time to the business of the Company. However, certain officers will devote only such time as is necessary (which may be less than full-time) to fulfill his or her respective duties as an officer of the Company.
 
The Company may have conflicts of interest and have engaged in transactions with its officers and directors and have entered into agreements or arrangements that were not negotiated at arms’-length.
 
The Company has engaged, and may in the future engage, in transactions with its officers, directors and principal shareholders, or persons or entities affiliated with any of these persons. These transactions may not have been on terms as favorable to the Company as could have been obtained from non-affiliated persons. While an effort has been made and will continue to be made to obtain services from affiliated persons at rates as favorable as would be charged by others, there will always be an inherent conflict of interest between the interests of our Company and those of the officers, directors, principal shareholders, and affiliates. Shah Mathias, the president of the Company, has an ownership interest in many of the companies with which the Company is proposing to utilize for certain of the development and management functions of the transportation systems. Mr. Mathias may economically benefit from the use of these companies.
 
Reliance on third party agreements and relationships is necessary for development of the Company's business.
 
The Company will rely heavily on third parties to help plan, secure and execute transportation projects. Unless the Company can develop its own brand equity and consumer awareness, the Company will be substantially dependent on these third parties.
 
Municipalities, government agencies and other non-profit boards or groups may be unable to develop bond offerings that are sufficient to fund the highspeed rail project plans or other projects presented by the Company to such municipalities, agencies or groups.
 
If the Company is able to complete one or more regional high-speed rail project plans or other transportation projects and present such plans or projects to the respective regional government agency or agencies, or non-profit board or group, whether state(s), local or regional, there is no assurance that such agency will adopt the plan or if adopted whether it will be able to have effected a bond issuance sufficient to raise funds to implement the project plan. However, the Company believes that the use of its development structure (in conjunction with its related parties and affiliated non-profit corporation) can assist these various agencies in more successfully raising funds to implement projects.
 
The development of high speed rail and other innovative transportation projects is uncertain and the profitability of such projects remains unclear.
 
The Company believes that it is a relative pioneer in developing the next generation of rail transportation and innovative transportation in the United States, e.g. high speed rail. As such, there are few, if any, examples of developed high-speed rail or other projects that can be used either as developmental models or commercial viability models. For example, although high-speed rail projects may be successful in other countries, there is no assurance that such method of transportation will be successful in the United States which historically maintains an automobile-centered transportation system.
 
Government regulation could negatively impact the business.
 
The Company’s projects may be subject to government regulation in the jurisdictions in which they operate. Due to the potential wide geographic scope of the Company’s operations, the Company could be subject to regulation by political and regulatory entities throughout the world. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s sales could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its products or industry.

23 	

 	
 
For example, as rail tracks will cross many differing municipal and state jurisdictions, the Company will be faced with myriad regulations from these jurisdictions as well as the federal government. The Company will need to comply with all government regulations which the Company expects will relate to items such as local zoning codes, noise regulations, track and crossing construction, maintenance and safety, environmental impact on construction and usage, rights-of-way and other matters. A failure to know the applicable regulations or to successfully abide by such regulations, could negatively impact the Company with potential fines, stoppages or other remedies.
 
As the Company is introducing a novel concept and innovative plan to the marketplace, the Company is unaware of any specific government regulation that could negatively affect its business. However, because this industry niche is new and because there is a component of risk of loss to persons and property, the Company believes that there may ultimately be regulation affecting its projects on both a state and federal level. It is impossible to predict what such regulation would encompass, but any regulation would most likely be at least include additional reporting requirements, potential project specifications or requirements and possibly even regulation of additional aspects of the industry.
  
The Company's election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.
 
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.
 
The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.
 
The Company does not project paying dividends but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the Shares could lose all or a significant portion of their value from the initial price paid in this offering.

24 	

 	
 
The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.
 
If the Shares commence trading, the trading price of the Company's common stock may be below $5.00 per Share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per Share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.
 
The Company has authorized the issuance of preferred stock with certain preferences.
 
The board of directors of the Company is authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock of which 450,000 shares have been issued. The board of directors has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of the Company. To date 450,000 shares of preferred stock have been issued to date.
 
It is difficult to predict the Company’s financial performance, which may fluctuate widely.
 
The Company has not yet generated revenues and may never do so. If the Company does generate revenues, its quarterly results of operations are likely to vary significantly. A number of factors are likely to cause these variations, some of which are outside of the Company’s control. Some of these factors include (without limitation):
 
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
 
The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.
 
The Company has 245,554,421 shares of common stock currently outstanding.
 
Yellowwood Acquisition Corporation issued 20,000,000 shares on its formation in September 2011 of which 19,500,000 were redeemed.
 
On April 18, 2012 Yellowwood Acquisition Corporation issued 1,000,000 shares as part of a change in control.
 
On June 12, 2012, pursuant to the merger, the Company issued 12,667,421 shares of common stock on a pro rata basis to the shareholders of Ameri Metro 2010.

On June 21, 2012, the Company issued shares of its common stock as follows:
 
230,065,000 shares to nine individuals who serve as directors
400,000 shares to four individuals for legal fees
315,000 to 21 individuals for consultant fees
481,000 to 48 shareholders of Penndel Land Company as part of a 1-for-1 share exchange
 
On November 10, 2012, the Company issued 126,000 shares of its common stock to 13 employees 

25 	

 	
 
The following shares were issued by Ameri Metro 2010 prior to the merger of Ameri Metro into Yellowwood Acquisition Corporation which subsequently changed its name to Ameri Metro, Inc.
 
On June 2, 2010, Ameri Metro issued an aggregate of 10,000,000 shares of common stock to the founder and chief executive officer of Ameri Metro,
 
Mr. Shah Mathias. Such shares of Ameri Metro were issued to Mr. Mathias pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.
 
Ameri Metro has also issued the following securities since its inception. Such securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as follows:
 
In August , 2010, Ameri Metro issued 44,348 common shares to Penndel Land Company, a related party, as full payment on the $1,130,000 mortgage note payable and the $380,423 accrued interest payable.
 
In September, 2010, Ameri Metro issued 120,000 shares of common stock in exchange for a security interest in a mortgage note receivable from a related party.
 
In July 2011, Ameri Metro issued 30,000 shares of its common stock to US Railcar Company.
 
In July 2011, Ameri Metro issued 67,083 shares of common stock for administrative services rendered to facilitate the formation of Ameri Metro.
 
In July 2011, Ameri Metro issued 200,000 shares of common stock and 250,000 shares of preferred stock to a related party as consideration for exclusive contract rights.
 
In July 2011, Ameri Metro issued 250,000 shares of common stock and 200,000 shares of preferred stock under a letter of interest with a related party.
 
In October 2011, Ameri Metro issued an aggregate of 10,000 shares of its common stock to two individuals for services rendered to Ameri Metro.
 
From August, 2011 to December 2011, Ameri Metro issued 500,000 shares of common stock pursuant to an exemption from registration as a transaction by an issuer not involving any public offering, 500,000 shares of its common stock to approximately 51 shareholders, 16 of whom are accredited investors, for an aggregate sales price of $98,650.
 
In March 2012, Ameri Metro issued 700,000 shares of its common stock to the directors of Ameri Metro.
From March 2012 to April 2012, Ameri Metro issued 144,000 shares of its common stock to consultants, professionals and others for services performed for Ameri Metro.
 
In April 2012, Ameri Metro issued 100,000 shares of its common stock to HSR Technologies, Inc.
 
ITEM 4.01 Changes in Registrant’s Certifying Accountant
 
In June, 2012, pursuant to merger of Yellowwood Acquisition Corporation with Ameri Metro, Inc., the Board of Directors of the Company determined to dismiss the certifying accountants of Yellowwood Acquisition Corporation and to continue with the retention of the certifying accountants of Ameri Metro, Inc. There was no disagreement with and no adverse opinion of the former certifying accountants of Yellowwood Acquisition Corporation in the past two years nor was there any disclaimer of opinion nor was any opinion modified as to uncertainty, audit scope or accounting principles.

26 	

 	

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors
 
On July 1, 2012, Michael Lasky resigned as a director of the Company.
 
Messrs. Carter Clews and Keith Doyle were elected to the Board of Directors of the Company effective July 15, 2012. Biographical information about these directors appears elsewhere in this Report.

ITEM 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On June 1, 2012, the Board of Directors of the Company amended the bylaws of the Company to change the fiscal year of the Company from December 31 to July 31.
 
On June 8, 2012, the shareholders and Board of Directors of Yellowwood Acquisition Corporation each approved the amendment to that corporation’s certificate of incorporation to increase its authorized capitalization from 100,000,000 shares of common stock to 1,000,000,000 shares of common stock. The authorized capitalization of 20,000,000 shares of preferred remained unchanged.
 
On June 12, 2012, as part of the merger of Yellowwood Acquisition Corporation with Ameri Metro, Inc., Yellowwood changed its name to Ameri Metro, Inc. as the surviving company of the merger.
 
ITEM 5.06   Change in Shell Company Status
 
The Company merged with Ameri Metro, Inc. which has a defined business plan and has commenced operations. Prior to the Merger, Yellowwood had no ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as the former Ameri Metro (2010). Pursuant to the merger, all the outstanding shares of Ameri Metro 2010 common stock were exchanged for an aggregate of 12,667,421 shares of Yellowwood common stock on a pro rata basis in accordance with each holder's relative ownership of Ameri Metro 2010. The Company has merged both corporations into the resultant single corporation which now incorporates the on-going business of Ameri Metro including its contacts, business plan and agreements.
 
ITEM 9.01 Financial Statements and Exhibits
 
The financial statements for Ameri Metro, Inc. for the years ended July 31, 2011 and 2010 and the period ended April 30, 2012 are attached. 
 
Exhibits	 	 	
 	 	 	
2.1*	 	Agreement and Plan of Merger between Yellowwood Acquisition Corporation and  Ameri Metro, Inc. dated June 15, 2012 previously filed as Exhibit 2.1 to Form 8-K filed 6/15/2012, CIK 0001534155	
 	 	 	
3.1*	 	Yellowwood Certificate of Incorporation previously filed as Exhibit 3.1 to Form 10 filed 11/9/2011, CIK 0001534155	
3.1.1+	 	Yellowwood Amendment to Certificate of Incorporation	
 	 	 	
3.2*	 	Ameri Metro By-Laws incorporated by reference from filing of Exhibit 3.2 Ameri Metro Registration Statement on Form S-1filed December 13, 2012, file no. 333-171132.	
 	 	 	
3.3	 	Restated by-laws	
 	 	 	
10.1*	 	Master Indenture Agreement of Alabama Toll Facilities, Inc. incorporated by reference from filing as Exhibit 10.1 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2012, file no. 333-171132.	
10.1.1+	 	Amended first page to Master Indenture Agreement of Alabama Toll Facilities, Inc.	
 	 	 	
10.2*	 	Master Indenture Agreement of Hi Speed Rail Facilities, Inc. incorporated by reference from filing as Exhibit 10.2 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
10.2.1+	 	Amended first page to Master Indenture Agreement of Hi Speed Rail Facilities, Inc.	
 	 	 	
10.3*	 	Master Indenture Agreement of Hi Speed Rail Facilities Provider, Inc. incorporated by reference from filing as Exhibit 10.3 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
10.3.1+	 	Amended first page to Master Indenture Agreement of Hi Speed Rail Facilities, Inc.	
 	 	 	
10.4 +	 	Agreement with Transportation Economics & Management Systems, Inc.	
 	 	 	
10.5*	 	Agreement between Penndel and ATFI incorporated by reference from filing as Exhibit 10.5 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
 	 	 	
10.6*	 	Assignment of rights to construction agreement with ATFI incorporated by reference from filing as Exhibit 10.6 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
 	 	 	
10.7*	 	Assignment of Security Interest by Jewell Partnership incorporated by reference from filing as Exhibit 10.7 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
 	 	 	
10.8*	 	Agreement with Damar incorporated by reference from filing as Exhibit 1.8 to Ameri Metro Registration Statement on Form S-1 filed December 13, 2010, file no. 333-171132.	
 	 	 	
10.9+	 	Office lease agreement	
 	 	 	
10.10+	 	Alabama Legislative Act 2007-506 (Act 56).	
 	 	 	
10.11	 	Agreement between HSRF Trustee and ING Investment Management Co., LLC regarding Alabama Toll Facilities, Inc.	
 	 	 	
10.12	 	Agreement between HSRF Trustee and ING Investment Management Co., LLC regarding High Speed Rail Facilities Provider, Inc.	
 	 	 	
10.13	 	Agreement between HSRF Trustee and ING Investment Management Co., LLC regarding High Speed Rail Facilities, Inc.	
 	 	 	
21.1+	 	List of Subsidiaries	
 	 	 	
23.1+	 	Consent of Accountants	
 
	*	Previously filed	
	+	Filed herewith	

27 	

 	
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
 
 	AMERI METRO, INC.	
 	 	
Date: January 17, 2013	/s/ Shah Mathias	
 	Shah Mathias
Chief Executive Officer	

28 	

 	

AMERI METRO, INC.
 
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
 
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED FINANCIAL STATEMENTS
 
APRIL 30, 2012

 	

 	
 
AMERI METRO, INC.
 
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
 
(A DEVELOPMENT STAGE COMPANY)
 
TABLE OF CONTENTS
 
APRIL 30, 2012
 
Consolidated Balance Sheets as of April 30, 2012 and July 31, 2011	F-1	
 	 	
Consolidated Statements of Operations for the three and nine months ended April 30, 2012 and 2011, and for the periods from April 13, 2010 (date of inception) to April 30, 2012	F-2	
 	 	
Consolidated Statements of Cash Flows for the nine months ended April 30, 2012 and 2011 and for the period from April 13, 2010 (date of inception) to April 30, 2012	F-3	
 	 	
Notes to the Consolidated Financial Statements	F-4 - F-13	

 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF APRIL 30, 2012 AND JULY 31, 2011
 
 	 	April 30, 2012	 	 	July 31, 2011	 	
ASSETS	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	10	 	 	$	1,907	 	
Prepaid services	 	 	185	 	 	 	-	 	
Prepaid employment fees	 	 	3.158	 	 	 	-	 	
Total current assets	 	 	3.353	 	 	 	1,907	 	
 	 	 	 	 	 	 	 	 	
Office equipment, net of depreciation	 	 	880	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	
Other assets	 	 	 	 	 	 	 	 	
Accounts receivable - other	 	 	3,143	 	 	 	3,143	 	
Investment in intellectual property	 	 	1,320	 	 	 	-	 	
Mortgage receivable	 	 	3,723,353	 	 	 	3,723,353	 	
Accrued interest receivable	 	 	636.508	 	 	 	343,824	 	
Deposits	 	 	15,000	 	 	 	15,000	 	
Total other assets	 	 	4,379,324	 	 	 	4,085,320	 	
 	 	 	 	 	 	 	 	 	
Total Assets	 	$	4,383,557	 	 	$	4,087,227	 	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	
Accrued expenses	 	$	58,457	 	 	$	58,457	 	
Loan payable – related party	 	 	100,000	 	 	 	100,000	 	
Total Liabilities	 	 	158,457	 	 	 	158,457	 	
 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	
Common stock, par value $.0001, 100,000,000 shares authorized, 12,237,431 shares issued and outstanding as of April 30, 2012 (10,681,431– 2011)	 	 	1,214	 	 	 	1,068	 	
Preferred stock, par value $.0001, 20,000,000 shares authorized, 450,000 shares issued and outstanding as of April 30, 2012 and July 31, 2011	 	 	45	 	 	 	45	 	
Additional paid in capital	 	 	5,388,993	 	 	 	5,276,794	 	
Stock subscription receivable	 	 	(47,000	)	 	 	-	 	
Deficit accumulated during the development stage	 	 	(1,118,152	)	 	 	(1,349,137	)	
Total Stockholders’ Equity	 	 	4,225,100	 	 	 	3,928,770	 	
 	 	 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity	 	$	4,383,557	 	 	$	4,087,227	 	
 
The accompanying notes are an integral part of these financial statements.

F-  1 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2012 AND 2011
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO APRIL 30, 2012
 
 	 	Three
Months
Ended
April 30,
2012	 	 	Three
Months
Ended
April 30,
2011	 	 	Nine
Months
Ended
April 30,
2012	 	 	Nine
Months
Ended
April 30,
2011	 	 	Period from
April 13,
2010
(Inception)
to April 30,
2012	 	
REVENUES	 	$	5,750	 	 	$	-	 	 	$	34,238	 	 	$	-	 	 	$	38,811	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OPERATING EXPENSES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Professional fees	 	 	3,398	 	 	 	7,502	 	 	 	3,773	 	 	 	11,243	 	 	 	203,411	 	
Directors fees	 	 	8,400	 	 	 	-	 	 	 	8,400	 	 	 	-	 	 	 	8,400	 	
Real estate taxes	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	10,945	 	
Depreciation	 	 	52	 	 	 	-	 	 	 	155	 	 	 	-	 	 	 	156	 	
General & administrative	 	 	3,605	 	 	 	7,975	 	 	 	83,609	 	 	 	14,935	 	 	 	71,081	 	
TOTAL OPERATING EXPENSES	 	 	15,455	 	 	 	15,477	 	 	 	95,937	 	 	 	26,178	 	 	 	293,993	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS FROM OPERATIONS	 	 	(9,705	)	 	 	(15,477	)	 	 	(61,699	)	 	 	(26,178	)	 	 	(255,182	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OTHER INCOME (EXPENSE)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	96,489	 	 	 	-	 	 	 	292,684	 	 	 	-	 	 	 	636,508	 	
Loss on foreclosure	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(1,483,132	)	
Interest expense	 	 	-	 	 	 	(77,301	)	 	 	-	 	 	 	(213,667	)	 	 	(16,346	)	
TOTAL OTHER INCOME (EXPENSE)	 	 	96,489	 	 	 	(77,301	)	 	 	292,684	 	 	 	(213,667	)	 	 	(862,970	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	 	 	86,784	 	 	 	(92,778	)	 	 	230,985	 	 	 	(239,845	)	 	 	(1,118,152	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
PROVISION FOR INCOME TAXES	 	 	-	 	 	 	(38,717	)	 	 	-	 	 	 	-	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INCOME (LOSS)	 	$	86,784	 	 	$	(131,495	)	 	$	230,985	 	 	$	(239,845	)	 	$	(1,118,152	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
BASIC AND DILUTED INCOME PER SHARE	 	$	.01	 	 	$	(.01	)	 	$	.02	 	 	$	(.02	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:   BASIC AND DILUTED	 	 	11,653,431	 	 	 	10,164,348	 	 	 	11,695,431	 	 	 	10,164,348	 	 	 	 	 	
 
The accompanying notes are an integral part of these financial statements.

F-  2 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND 2011
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO APRIL 30, 2012
 
  	 	Nine Months
Ended April 30,
2012	 	 	Nine Months
Ended April 30,
2011	 	 	Period from
April 13, 2010
(Inception) to
April 30, 2012	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) for the period	 	$	230,987	 	 	$	(239,845	)	 	$	(1,118,152	)	
Issuance of stock for services	 	 	13,695	 	 	 	-	 	 	 	13,794	 	
Loss on foreclosure	 	 	-	 	 	 	-	 	 	 	1,483,132	 	
Depreciation expense	 	 	155	 	 	 	-	 	 	 	155	 	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
(Increase) decrease in account receivable - other	 	 	-	 	 	 	-	 	 	 	(3,143	)	
(Increase) decrease in prepaid expenses	 	 	(3,344	)	 	 	(120,000	)	 	 	(3,344	)	
(Increase) decrease in accrued interest receivable	 	 	(292,684	)	 	 	-	 	 	 	(636,508	)	
Increase (decrease) in Accrued interest payable – related party	 	 	-	 	 	 	-	 	 	 	13,746	 	
Increase (decrease) in Accrued expenses	 	 	-	 	 	 	208,418	 	 	 	72,002	 	
Cash flows used in operating activities	 	 	(51,191	)	 	 	(151,427	)	 	 	(178,318	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Investment in intellectual property	 	 	(1,320	)	 	 	-	 	 	 	(1,320	)	
Cash paid to acquire fixed assets	 	 	(1,036	)	 	 	-	 	 	 	(1,036	)	
Cash flows used in financing activities	 	 	(2,356	)	 	 	-	 	 	 	(2,356	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid to acquire mortgage receivable	 	 	-	 	 	 	(700	)	 	 	(700	)	
Issuance of common stock for cash	 	 	51,650	 	 	 	-	 	 	 	52,650	 	
Proceeds from related party loan	 	 	-	 	 	 	-	 	 	 	100,000	 	
Shareholder capital contribution	 	 	-	 	 	 	167,180	 	 	 	43,734	 	
Increase in deposits	 	 	-	 	 	 	(15,000	)	 	 	(15,000	)	
Cash flows from financing activities	 	 	51,650	 	 	 	151,480	 	 	 	180,684	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INCREASE (DECREASE) IN CASH	 	 	(1,897	)	 	 	53	 	 	 	10	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH, BEGINNING OF PERIOD	 	 	1,907	 	 	 	21	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH, END OF PERIOD	 	$	10	 	 	$	74	 	 	$	10	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
SUPPLEMENTAL CASH FLOW INFORMATION:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest paid	 	$	-	 	 	$	-	 	 	$	-	 	
Income taxes paid	 	$	-	 	 	$	-	 	 	$	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:	 	 	 	 	 	 	 	 	 	 	 	 	
Land acquired through assumption of mortgage payable plus related accrued interest	 	$	-	 	 	$	-	 	 	$	1,494,077	 	
Issuance of stock to pay off mortgage and accrued interest	 	$	-	 	 	$	-	 	 	$	1,510,423	 	
Issuance of stock to acquire mortgage receivable	 	$	-	 	 	$	-	 	 	$	3,722,653	 	
Issuance of stock to fund future employment agreements	 	$	3,158	 	 	$	-	 	 	$	3,158	 	
 
The accompanying notes are an integral part of these financial statements.

F-  3 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 1 – NATURE 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.
 
On December 1, 2010, the Company formed a wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (GTI). GTI was incorporated in the state of Delaware and was authorized to issue 100,000,000 shares of common stock with a par value of $.0001 and 20,000,000 shares of preferred stock with $.0001 stated value. GTI was formed to engage primarily in the construction of high-speed rail for passenger and freight transportation and related transportation projects for the Company.
 
Ameri Metro, Inc. and Global Transportation & Infrastructure, Inc. are referred to collectively as "the Company" in these consolidated financial statements.
 
On June 12, 2012, a simultaneous execution and closing was held under an Agreement and Plan of Reorganization (the Plan"), by and among Yellowwood Acquisition Corporation (the "Company" "us" "we"), James M Cassidy ( then president, secretary, and director) ("Cassidy"), James McKillop (then vice president and director) and Ameri Metro, Inc., a corporation organized under the laws of the State of Delaware ("Ameri Metro").
 
Under the Plan, Yellowwood redeemed 19,500,000 shares of the 20,000,000 outstanding shares of its common stock for $1,950. Simultaneously, Yellowwood issued 1,000,000 shares of common stock at par value for an aggregate of $100 representing 67% of the total outstanding stock. The Yellowwood stock is to be distributed to the then common stock holders of Ameri Metro in exchange for their holdings in that company on a pro rata basis so that Ameri Metro became a wholly owned subsidiary of the Company and the business of the Company is now the business of Ameri Metro. Mr. Cassidy and Mr. McKillop also resigned as officers and directors of the Company and Shah Mathias was elected as sole director, president secretary, and treasurer. The transaction was accounted for as a reverse acquisition, with Ameri Metro being the accounting acquirer.
 
Aas part of the agreement, the Company agreed to file an amendment with the Secretary of State for Delaware to gain permission to change its name from Yellowwood Acquisition Corporation to Ameri Metro, Inc. In addition, the surviving Company has changed its fiscal year end from December 31 to July 31 st .
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro, Inc. and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. Intercompany transactions and balances have been eliminated in consolidation.
 
The financial position, results of operations and cash flows as of, and for the period ended, April 30, 2012 include only the results of operations for AMI as GTI was not formed until December 1, 2010, and was inactive for the period from December 1, 2010 to April 30, 2012.

F-  4 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
 
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.
 
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
 
Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, accrued expenses, and a loan payable to a related party. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.
 
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
 
Property and Equipment
The capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation for book purposes.
 
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
 
Reclassifications
Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements.

F-  5 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Revenue Recognition
The Company has yet to realize significant revenues from operations and is still in the development stage.  The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is collection is reasonably assured.
 
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of April 30, 2012, there have been no interest or penalties incurred on income taxes.
 
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2012.
 
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.
 
Stock-Based Compensation
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. There has been no stock-based compensation issued to employees.
 
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.  

F-  6 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Accounting Pronouncements
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.
 
NOTE 3 - PROPERTY AND EQUIPMENT
 
Property and equipment consist of the following as of April 30, 2012 and July 31, 2011:
 
 	 	April 30, 2012	 	 	July 31,
2011	 	
Office Equipment	 	$	1,035	 	 	$	0	 	
Less accumulated depreciation	 	 	(155	)	 	 	0	 	
Property and equipment, net	 	$	880	 	 	$	0	 	
 
NOTE 4 – LAND
 
On June 24, 2010, the Company acquired approximately 50 acres of vacant land located in Cumberland County, Pennsylvania from a related party.
 
The Company took the deed from Rama Development LLC by deed in lieu of foreclosure. Rama Development LLC’s other lender foreclosed on the property without proper notice to the Company and due process. Management believes the foreclosure is erroneous.
 
As a result of the foreclosure of the real estate during the year ended July 31, 2011, land in the amount of $1,494,077 and related accrued real estate taxes of $10,945 were removed from the balance sheet.
 
NOTE 5 – MORTGAGE RECEIVABLE
 
On September 3, 2010, AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash. The mortgage receivable had an outstanding principal balance due at the date of acquisition of $3,723,353. The Mortgage is secured by real property located in the state of Pennsylvania, bears interest at 10.5%. Full payment is due in January 2013; instalment payments are due per a schedule if and when parcels are sold prior to January 2013. Interest income accrued for the nine months ended April 30, 2012 was $292,684. No interest was received.

F-  7 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 6 – RELATED PARTY TRANSACTIONS
 
A related party loaned funds to the Company to pay certain expenses. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.
 
On June 24, 2010, Penndel Land Company (a related party through common ownership) transferred certain real estate located in Cumberland County, Pennsylvania along with a mortgage it held on the property and related accrued interest to the Company. Penndel took the deed in lieu of foreclosing on the original mortgagee. The mortgage carries an interest rate of 12%. The mortgage requires payment in full on December 15, 2010. The transaction was accounted for as an asset acquisition.
 
The land acquisition was recorded as follows:
 
Description	 	Amount	 	
Land	 	$	1,494,077	 	
Mortgage payable	 	 	(1,130,000	)	
Accrued interest payable	 	 	(364,077	)	
Total	 	$	0	 	
 
The mortgage payable and accrued interest were paid in full in August 2010 by the issuance of 44,348 common shares.
 
The Company took the deed from Rama Development LLC by deed in lieu of foreclosure. Rama Development LLC’s other lender foreclosed on the property without proper notice to the Company and due process. Management believes the foreclosure is erroneous.
 
As a result of the foreclosure of the real estate during the year ended July 31, 2011, land in the amount of $1,494,077 and related accrued real estate taxes of $10,945 were removed from the balance sheet, and a foreclosure loss of $1,483,132 was reported.
 
As discussed in Note 4, on September 3, 2010 AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash.
 
As discussed in Note 11, on December 1, 2010 a related party assigned contract rights related to a construction agreement with Alabama Toll Facilities, Inc. to the Company. In connection with this assignment, the Company issued 200,000 shares of common stock and 250,000 shares of preferred stock to the related party as consideration for exclusive contract rights.
 
As discussed in Note 11, on July 15, 2011 the Company entered into a letter of interest with a related party in exchange for 250,000 shares of common stock and 200,000 shares of preferred stock of the Company.
 
During the nine months ended April 30, 2012, the Company recorded revenues totalling $34,238 for consulting fees from related parties.

F-  8 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 7 – LOAN PAYABLE – RELATED PARTY
 
A related party loaned funds to the Company to pay certain expenses. The $100,000 loan is unsecured, non-interest bearing, and has no specific terms of repayment.
 
NOTE 8 – MORTGAGE PAYABLE – RELATED PARTY
 
On June 24, 2010, Penndel Land Company (a related party through common ownership) transferred certain real estate located in Cumberland County, Pennsylvania along with a mortgage it held on the property and related accrued interest to the Company. Penndel took the deed in lieu of foreclosing on the original mortgagee. The mortgage carries an interest rate of 12%. The mortgage requires payment in full on December 15, 2010. Interest expense for the period ended July 31, 2010 was $13,746. No interest was paid. The mortgage payable and accrued interest were paid in full in August 2010 by the issuance of 44,348 common shares.
 
NOTE 9 – STOCKHOLDERS’ EQUITY
 
AMI was incorporated on April 13, 2010 in Delaware with authorized capital of 1,500 shares of common stock with no stated par value. On April 30, 2010 the Company amended its Certificate of Incorporation to authorize 100,000,000 shares of common stock with a par value of .0001 per share and 20,000,000 of preferred stock with a par value of .0001 per share.
 
On June 2, 2010, 10,000,000 shares were issued to the founder at par value for cash of $1,000.
 
During the current fiscal year, the Company issued 67,083 shares of common stock for administrative services rendered to facilitate the formation of the Company.
 
On August 7, 2010, the Company issued 44,348 common shares to Penndel Land Company, a related party, as full payment on the $1,130,000 mortgage note payable and the $380,423 accrued interest payable.
 
On September 3, 2010, AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash.
 
On July 22, 2011, AMI issued 200,000 shares of common stock and 250,000 shares of preferred stock to a related party as consideration for exclusive contract rights.
 
On July 22, 2011, the Company issued 250,000 shares of common stock and 200,000 shares of preferred stock under a letter of interest with a related party.
 
During the year ended July 31, 2011 a shareholder contributed $43,734 in cash as contributed capital.
 
During the nine months ended April 30, 2012 the Company issued 500,000 shares of common stock for cash at prices ranging from $0.01/share to $29.00/share, including a stock subscription receivable on the sales of $47,000.
 
On April 16, 2012 the Company issued 100,000 shares of common stock to a related party as earnest money in order to secure an exclusive licensing agreement involving two US patents. The full price of the licensing agreement is $8,000,000 per national licensing. The Company has until August 1, 2012 to exercise its exclusive rights under this agreement.

F-  9 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 9 – STOCKHOLDERS’ EQUITY (CONTINUED)
 
During the nine months ended April 30, 2012 the Company issued 956,000 shares of common stock in payment for various services and rights to assets (non-cash transactions) the value of each transaction being $0.012/share.
 
NOTE 10 – LIQUIDITY AND 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. 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. These factors create 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.
 
NOTE 11 – INCOME TAXES
 
For the period ended April 30, 2012, the Company has net income that do not exceed prior net taxable losses, the result is a net taxable loss carry-forward, and therefore the Company has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,118,000 at April 30, 2012, and will expire beginning in the year 2030.
 
The provision for Federal income tax consists of the following for the nine months ended April 30, 2012 and 2011:
 
 	 	2012	 	 	2011	 	
Federal income tax (expense) benefit attributable to:	 	 	 	 	 	 	 	 	
Current operations	 	$	78,535	 	 	$	3,600	 	
Less: valuation allowance	 	 	(78,535	)	 	 	(3,600	)	
Net provision for Federal income taxes	 	$	0	 	 	$	0	 	
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 	 	April 30,
2012	 	 	July 31,
2011	 	
Deferred tax asset attributable to:	 	 	 	 	 	 	 	 	
Net operating loss carryover	 	$	380,120	 	 	$	459,000	 	
Valuation allowance	 	 	(380,120	)	 	 	(459,000	)	
Net deferred tax asset	 	$	0	 	 	$	0	 	
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, the net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.

F-  10 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES
 
In July 2011, the Company entered into a lease agreement for the rental of office space. The terms of the agreement are month-to-month. Rental expense for the six months ended April 30, 2012 was $3,622 .
 
AMI entered into a joint venture on April 14, 2010 with Penndel Land Company (Penndel), a related party entity primarily owned by the Company’s Chief Executive Officer, whereby Penndel will be AMI'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. As part of this joint venture, Penndel will receive a percentage of each class of shares in AMI in exchange for $10,000,000 of consulting services.
 
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.
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
AMI shall receive all rights and title to the patents, the TruckDeck system, and all related assets for a purchase price of $750,000 payable as $500,000 cash and the remaining $250,000 payable in the form of 7,500 shares of AMI’s common stock. The cash portion is payable within 90 days of the successful completion of the registration as a publically traded company pursuant to the Securities Act of 1933.
 
In addition, royalty payments equal to $2.50 for each unit sold from the items arising from the patent, including the Damar TruckDeck, for a period of five years. After five years, the parties will renegotiate the terms of the agreement. If no agreement can be reached, then the parties agree to extend the royalty payments for one additional year after which time all royalty payments will terminate. AMI has agreed to issue to its securities attorney 500,000 common shares at par value for services rendered after its initial registration statement has gone effective.
 
On October 30, 2010, AMI entered into an agreement with High Speed Rail Facilities, Inc. Under the terms of the agreement, AMI will act as an agent and representative of High Speed Rail Facilities, Inc. 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 high speed rail and related activities. High Speed Rail Facilities, Inc. will be responsible for accepting, holding, administering, investing and disbursing funds obtained in connection with activities discussed above. The consulting fee will be 1.5 percent of the master bond indenture of $15 billion dollars.
 
In November 2011, AMI entered into agreements with High Speed Rail Facilities, Inc. and High Speed Rail Facilities Provider, Inc. to provide construction services and advisory services.

F-  11 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
In July 2011, the Company signed a letter of intent with HSR Technologies, Inc. that HSR Technologies will provide to the Company 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. The Company will pay HSR Technologies, Inc. a nonrefundable deposit of 250,000 common shares and 200,000 of preferred shares of the Company and sum of $25,000,000 cash 60 days after the Company becomes a listed company.
 
Additionally on December 1, 2010, Penndel Land Company (a related Party) assigned the contract rights related to a construction agreement entered into with Alabama Toll Facilities, Inc. No consideration was given in relation to the assignment of the contract rights. 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. The face amount of the contract is $6 billion at cost plus 30 percent, plus 2 percent over the adjustment for the increase in inflation, but not less than such amount that will result in a profit of $1.8 billion. In addition, GTI will receive a fee of 2 percent of the funds generated through financing it secures for the project.
 
The Company reached an agreement with Penndel Land Company for consideration, which included a non-recourse payment from the Company to Penndel of 250,000 shares of preferred shares and 200,000 shares of common shares transferred to Penndel to be held in escrow with HSRF Trust until such time as the Company becomes listed. The Company is to pay sum of $6,000 trust administrative service fee to HSRF Trust. Ninety (90) days after the Company becomes listed, the Company will pay the initial sum of forty million dollars to Penndel and 250,000 shares of preferred shares and 200,000 shares of common shares will be released to Penndel. The further consideration (per phase) is to be paid as follows:
 
Payment to Penndel of two dollars and 13/100 ($2.13) per square foot of the right-of-way for construction of the roadway and for over pass air rights. Payment to Penndel of a sum equal to one dollar and 25/100 ($1.25) per square foot by one foot in height and sixty-nine cents ($0.69) per foot of height thereafter.
 
In the same agreement, the Company also secured additional construction contract for future phases adding an $8 billion dollar contract at cost plus 30 percent, plus 2 percent over the adjustment for the increase in inflation, but not less than such amount that will result in an additional profit of $2.4 billion. In addition GTI will receive a fee of 2 percent of the funds generated through financing it secures for the project.
 
In February 2011, the Company issued an offer letter to purchase a rebar plant for cash of $4,750,000 and an option to purchase management services to support the operations of the plant.
 
On March 1, 2011, the Company entered into a three month agreement with Transportation Economics & Management Systems, Inc. (TEMS) regarding consulting services in relation to the development of high-speed rail and other transportation projects by the Company. The agreement was subsequently extended until March 1, 2012. Compensation for services under the agreement may not exceed $135,408 unless otherwise authorized by a supplemental agreement.

F-  12 	

 	
 
AMERI METRO, INC.
(FORMERLY YELLOWWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2012
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
In July 2011, the Company agreed to sell concession rights to build and operate development of Port Ostia, Port of De Claudius and KSJM airport. The Company also signed a letter of intent that calls for Port of Ostia to pay to the Company for concession rights the sum of $150,000,000, Port De Claudius to pay the Company $100,000,000, and KSJM airport to pay the Company $150,000,000.
 
On April 16, 2012 the Company issued 100,000 shares of common stock to a related party as earnest money in order to secure an exclusive licensing agreement involving two US patents. The full price of the licensing agreement is $8,000,000 per national licensing. The Company has until August 1, 2012 to exercise its exclusive rights under this agreement.
 
On April 16, 2012 the Company expressed an interest in purchasing 25% of three separate related entities by accepting the terms of a Memorandum of Understanding from those related entities. No consideration has been extending in the current period relating to these agreements. In the event that these contracts move forward, the Company will be committing to investing between $1,000,000 and $2,000,000 over the next 24 months into each of the three entities.
 
On April 18, 2012 the Company entered into an Opportunity License Agreement with two related parties. This agreement provides for the Company to invest cash into the related party”s construction projects in return for 25% equity ownership in each of those entities. In the event that these contracts move forward, the Company will be committing to investing between $1,000,000 and $2,000,000 over the next 24 months into each of the two entities.
 
As of April 30, 2012, all of the above companies would need to raise capital, either equity or debt or a combination of the two, in order to be able to perform on the contracts.
 
NOTE 13 – SUBSEQUENT EVENTS
 
On June 12, 2012, a simultaneous execution and closing was held under an Agreement and Plan of Reorganization (the Plan"), by and among Yellowwood Acquisition Corporation (the "Company" "us" "we"), James M Cassidy ( then president, secretary, and director) ("Cassidy"), James McKillop (then vice president and director) and Ameri Metro, Inc., a corporation organized under the laws of the State of Delaware ("Ameri Metro").
 
Under the Plan, Yellowwood redeemed 19,500,000 shares of the 20,000,000 outstanding shares of its common stock for $1,950. Simultaneously, Yellowwood issued 1,000,000 shares of common stock at par value for an aggregate of $100 representing 67% of the total outstanding stock. The Yellowwood stock is to be distributed to the then common stock holders of Ameri Metro in exchange for their holdings in that company on a pro rata basis so that Ameri Metro became a wholly owned subsidiary of the Company and the business of the Company is now the business of Ameri Metro. Mr. Cassidy and Mr. McKillop also resigned as officers and directors of the Company and Shah Mathias was elected as sole director, president secretary, and treasurer.
 
Aas part of the agreement, the Company agreed to file an amendment with the Secretary of State for Delaware to gain permission to change its name from Yellowwood Acquisition Corporation to Ameri Metro, Inc. In addition, the surviving Company has changed its fiscal year end from December 31 to July 31 st .
 
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to April 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those described above.

F-  13 	

 	

 
AMERI METRO, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED FINANCIAL STATEMENTS
 
JULY 31, 2011

 	

 	
 
AMERI METRO, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
TABLE OF CONTENTS
 
JULY 31, 2011
 
Report of Independent Registered Public Accounting Firm	F-1	
 	 	
Consolidated Balance Sheets as of July 31, 2011 and 2010	F-2	
 	 	
Consolidated Statements of Operations for the year ended July 31,  2011 and for the periods from April 13, 2010 (date of inception) to  July 31, 2011 and 2010	F-3	
 	 	
Consolidated Statement of Stockholder’s Deficit as of July 31, 2011	F-4	
 	 	
Consolidated Statements of Cash Flows for the year ended July 31,  2011 and for the periods from April 13, 2010 (date of inception) to  July 31, 2011 and 2010	F-5	
 	 	
Notes to the Consolidated Financial Statements	F-6 - F-14	

 	

 	
 
Silberstein Ungar, PLLC CPAs and Business Advisors	

Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors of
Ameri Metro, Inc.
Red Lion, PA 17356
 
We have audited the accompanying consolidated balance sheets of Ameri Metro, Inc. as of July 31, 2011 and 2010, and the related consolidated statements of operations, stockholder’s deficit, and cash flows for the year ended July 31, 2011, and the periods from April 13, 2010 (date of inception) to July 31, 2011 and 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ameri Metro, Inc., as of July 31, 2011 and 2010 and the results of its operations and cash flows for the year ended July 31, 2011, and the periods from April 13, 2010 (date of inception) to July 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that Ameri Metro, Inc. will continue as a going concern. As discussed in Note 9 to the consolidated financial statements, the Company has incurred losses from operations, has limited working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 9. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Silberstein Ungar, PLLC	
Silberstein Ungar, PLLC	
 	
Bingham Farms, Michigan	
February 22, 2012	

F-  1 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF JULY 31, 2011 and 2010
 
 	 	2011	 	 	2010	 	
ASSETS	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	1,907	 	 	$	21	 	
 	 	 	 	 	 	 	 	 	
Other assets	 	 	 	 	 	 	 	 	
Accounts receivable - other	 	 	3,143	 	 	 	-	 	
Mortgage receivable	 	 	3,723,353	 	 	 	-	 	
Accrued interest receivable	 	 	343,824	 	 	 	-	 	
Deposits	 	 	15,000	 	 	 	-	 	
Land	 	 	-	 	 	 	1,494,077	 	
Total other assets	 	 	4,085,320	 	 	 	1,494,077	 	
 	 	 	 	 	 	 	 	 	
Total Assets	 	$	4,087,227	 	 	$	1,494,098	 	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDER’S DEFICIT	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	
Accrued expenses	 	$	58,457	 	 	$	16,195	 	
Loan payable – related party	 	 	100,000	 	 	 	60,000	 	
Mortgage payable – related party	 	 	-	 	 	 	1,130,000	 	
Accrued interest – related party	 	 	-	 	 	 	377,823	 	
Total Liabilities	 	 	158,457	 	 	 	1,584,018	 	
 	 	 	 	 	 	 	 	 	
Stockholder’s Equity (Deficit)	 	 	 	 	 	 	 	 	
Common stock, par value $.0001, 100,000,000 shares authorized, 10,681,431 shares issued and outstanding as of July 31, 2011 (10,000,000 – 2010)	 	 	1,068	 	 	 	1,000	 	
Preferred stock, par value $.0001, 20,000,000 shares authorized, 450,000 shares issued and outstanding as of July 31, 2011 (0 – 2010)	 	 	45	 	 	 	-	 	
Additional paid in capital	 	 	5,276,794	 	 	 	-	 	
Deficit accumulated during the development stage	 	 	(1,349,137	)	 	 	(90,920	)	
Total Stockholder’s Equity (Deficit)	 	 	3,928,770	 	 	 	(89,920	)	
 	 	 	 	 	 	 	 	 	
Total Liabilities and Stockholder’s Equity (Deficit)	 	$	4,087,227	 	 	$	1,494,098	 	
 
The accompanying notes are an integral part of these financial statements.

F-  2 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JULY 31, 2011
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO JULY 31, 2010
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO JULY 31, 2011
 
 	 	Year Ended
July 31, 2011	 	 	Period from
April 13, 2010
(Inception) to
July 31, 2010	 	 	Period from
April 13, 2010
(Inception) to
July 31, 2011	 	
REVENUES	 	$	4,574	 	 	$	0	 	 	$	4,574	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
OPERATING EXPENSES	 	 	 	 	 	 	 	 	 	 	 	 	
Professional fees	 	 	106,388	 	 	 	65,250	 	 	 	171,638	 	
Real estate taxes	 	 	-	 	 	 	10,945	 	 	 	10,945	 	
General & administrative expenses	 	 	14,495	 	 	 	979	 	 	 	15,474	 	
TOTAL OPERATING EXPENSES	 	 	120,883	 	 	 	77,174	 	 	 	198,057	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS FROM OPERATIONS	 	 	(116,309	)	 	 	(77,174	)	 	 	(193,483	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
OTHER INCOME (EXPENSE)	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	343,824	 	 	 	-	 	 	 	343,824	 	
Loss on foreclosure	 	 	(1,483,132	)	 	 	-	 	 	 	(1,483,132	)	
Interest expense	 	 	(2,600	)	 	 	(13,746	)	 	 	(16,346	)	
Total other income (expense)	 	 	(1,141,908	)	 	 	(13,746	)	 	 	(1,155,654	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS BEFORE PROVISION FOR INCOME TAXES	 	 	(1,258,217	)	 	 	(90,920	)	 	 	(1,349,137	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
PROVISION FOR INCOME TAXES	 	 	-	 	 	 	-	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
NET LOSS	 	$	(1,258,217	)	 	$	(90,920	)	 	$	(1,349,137	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
BASIC AND DILUTED LOSS PER SHARE	 	$	(.12	)	 	$	(.02	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:   BASIC AND DILUTED	 	 	10,179,232	 	 	 	5,454,545	 	 	 	 	 	
 
The accompanying notes are an integral part of these financial statements.

F-  3 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDER’S DEFICIT
AS OF JULY 31, 2011
 
 	 	Common Stock	 	 	Preferred Stock	 	 	Additional
Paid in	 	 	Deficit
Accumulated
During the
Development	 	 	Total
Stockholder’s
Equity	 	
 	 	Shares	 	 	Amount	 	 	Shares	 	 	Amount	 	 	Capital	 	 	Stage	 	 	(Deficit)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Inception, April 13, 2010	 	 	0	 	 	$	0	 	 	 	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued to founder for cash at par value	 	 	10,000,000	 	 	 	1,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss for the period ended July 31, 2010	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(90,920	)	 	 	(90,920	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, July 31, 2010	 	 	10,000,000	 	 	 	1,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	(90,920	)	 	 	(89,920	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued for services	 	 	67,083	 	 	 	7	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	7	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued to related party for contract rights	 	 	200,000	 	 	 	20	 	 	 	250,000	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 	45	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued to related party under Letter of Interest	 	 	250,000	 	 	 	25	 	 	 	200,000	 	 	 	20	 	 	 	 	 	 	 	 	 	 	 	45	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued to pay off mortgage and accrued interest	 	 	44,348	 	 	 	4	 	 	 	 	 	 	 	 	 	 	 	1,510,419	 	 	 	 	 	 	 	1,510,423	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shares issued to acquire mortgage receivable	 	 	120,000	 	 	 	12	 	 	 	 	 	 	 	 	 	 	 	3,722,641	 	 	 	 	 	 	 	3,722,653	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shareholder capital contribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	43,734	 	 	 	 	 	 	 	43,734	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss for the year ended July 31, 2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,258,217	)	 	 	(1,258,217	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, July 31, 2011	 	 	10,681,431	 	 	$	1,068	 	 	 	450,000	 	 	$	45	 	 	$	5,276,794	 	 	$	(1,349,137	)	 	$	3,928,770	 	
 
The accompanying notes are an integral part of these financial statements.

F-  4 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JULY 31, 2011
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO JULY 31, 2010
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO JULY 31, 2011
 
 	 	Year Ended
July 31, 2011	 	 	Period from
April 13, 2010
(Inception) to
July 31, 2010	 	 	Period from
April 13, 2010
(Inception) to
July 31, 2011	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss for the period	 	$	(1,258,217	)	 	$	(90,920	)	 	$	(1,349,137	)	
Issuance of stock for services	 	 	97	 	 	 	-	 	 	 	97	 	
Loss on foreclosure	 	 	1,483,132	 	 	 	-	 	 	 	1,483,132	 	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Account receivable - other	 	 	(3,143	)	 	 	-	 	 	 	(3,143	)	
Accrued interest receivable	 	 	(343,824	)	 	 	-	 	 	 	(343,824	)	
Accrued interest payable – related party	 	 	-	 	 	 	13,746	 	 	 	13,746	 	
Accrued expenses	 	 	55,807	 	 	 	16,195	 	 	 	72,002	 	
Cash flows used in operating activities	 	 	(66,148	)	 	 	(60,979	)	 	 	(127,127	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid to acquire mortgage receivable	 	 	(700	)	 	 	-	 	 	 	(700	)	
Issuance of common stock to founder for cash	 	 	-	 	 	 	1,000	 	 	 	1,000	 	
Proceeds from related party loan	 	 	40,000	 	 	 	60,000	 	 	 	100,000	 	
Shareholder capital contribution	 	 	43,734	 	 	 	-	 	 	 	43,734	 	
Increase in deposits	 	 	(15,000	)	 	 	-	 	 	 	(15,000	)	
Cash flows from financing activities	 	 	68,034	 	 	 	61,000	 	 	 	129,034	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INCREASE IN CASH	 	 	1,886	 	 	 	21	 	 	 	1,907	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH, BEGINNING OF PERIOD	 	 	21	 	 	 	0	 	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
CASH, END OF PERIOD	 	$	1,907	 	 	$	21	 	 	$	1,907	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
SUPPLEMENTAL CASH FLOW INFORMATION:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest paid	 	$	-	 	 	$	-	 	 	$	-	 	
Income taxes paid	 	$	-	 	 	$	-	 	 	$	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:	 	 	 	 	 	 	 	 	 	 	 	 	
Land acquired through assumption of mortgage payable plus related accrued interest	 	$	-	 	 	$	1,494,077	 	 	$	1,494,077	 	
Issuance of stock to pay off mortgage and accrued interest	 	$	1,510,423	 	 	$	-	 	 	$	1,510,423	 	
Issuance of stock to acquire mortgage receivable	 	$	3,722,653	 	 	$	-	 	 	$	3,722,653	 	
 
The accompanying notes are an integral part of these financial statements.

F-  5 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 1 – NATURE 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.
 
On December 1, 2010, the Company formed a wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (GTI). GTI was incorporated in the state of Delaware and was authorized to issue 100,000,000 shares of common stock with a par value of $.0001 and 20,000,000 shares of preferred stock with $.0001 stated value. GTI was formed to engage primarily in the construction of high-speed rail for passenger and freight transportation and related transportation projects for the Company.
 
Ameri Metro, Inc. and Global Transportation & Infrastructure, Inc. are referred to collectively as "the Company" in these consolidated financial statements.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro, Inc. and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. Intercompany transactions and balances have been eliminated in consolidation.
 
The financial position, results of operations and cash flows as of, and for the period ended, July 31, 2011 include only the results of operations for AMI as GTI was not formed until December 1, 2010, and was inactive for the period from December 1, 2010 to July 31, 2011.
 
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
 
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.
 
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
 
Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, accrued expenses, and a loan payable to a related party. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

F-  6 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
 
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
 
Reclassifications
Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements.
 
Revenue Recognition
The Company has yet to realize significant revenues from operations and is still in the development stage.  The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is collection is reasonably assured.
 
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of November 30, 2011, there have been no interest or penalties incurred on income taxes.
 
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2011.

F-  7 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.
 
Stock-Based Compensation
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.   There has been no stock-based compensation issued to non-employees.
 
Recent Accounting Pronouncements
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.
 
NOTE 3 – LAND
 
On June 24, 2010, the Company acquired approximately 50 acres of vacant land located in Cumberland County, Pennsylvania from a related party.
 
The Company took the deed from Rama Development LLC by deed in lieu of foreclosure. Rama Development LLC’s other lender foreclosed on the property without proper notice to the Company and due process. Management believes the foreclosure is erroneous.
 
As a result of the foreclosure of the real estate during the year ended July 31, 2011, land in the amount of $1,494,077 and related accrued real estate taxes of $10,945 were removed from the balance sheet.
 
NOTE 4 – MORTGAGE RECEIVABLE
 
On September 3, 2010, AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash. The mortgage receivable had an outstanding principal balance due at the date of acquisition of $3,723,353. The Mortgage is secured by real property located in the state of Pennsylvania, bears interest at 10.5%. Full payment is due in January 2013; instalment payments are due per a schedule if and when parcels are sold prior to January 2013. Interest income accrued for the year ended July 31, 2011 was $343,824. No interest was received.

F-  8 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 5 – RELATED PARTY TRANSACTIONS
 
A related party loaned funds to the Company to pay certain expenses. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.
 
On June 24, 2010, Penndel Land Company (a related party through common ownership) transferred certain real estate located in Cumberland County, Pennsylvania along with a mortgage it held on the property and related accrued interest to the Company. Penndel took the deed in lieu of foreclosing on the original mortgagee. The mortgage carries an interest rate of 12%. The mortgage requires payment in full on December 15, 2010. The transaction was accounted for as an asset acquisition.
 
The land acquisition was recorded as follows:
 
Description	 	Amount	 	
Land	 	$	1,494,077	 	
Mortgage payable	 	 	(1,130,000	)	
Accrued interest payable	 	 	(364,077	)	
Total	 	$	0	 	
 
The mortgage payable and accrued interest were paid in full in August 2010 by the issuance of 44,348 common shares.
 
The Company took the deed from Rama Development LLC by deed in lieu of foreclosure. Rama Development LLC’s other lender foreclosed on the property without proper notice to the Company and due process. Management believes the foreclosure is erroneous.
 
As a result of the foreclosure of the real estate during the year ended July 31, 2011, land in the amount of $1,494,077 and related accrued real estate taxes of $10,945 were removed from the balance sheet, and a foreclosure loss of $1,483,132 was reported.
 
As discussed in Note 4, on September 3, 2010 AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash.
 
As discussed in Note 11, on December 1, 2010 a related party assigned contract rights related to a construction agreement with Alabama Toll Facilities, Inc. to the Company. In connection with this assignment, the Company issued 200,000 shares of common stock and 250,000 shares of preferred stock to the related party as consideration for exclusive contract rights.
 
As discussed in Note 11, on July 15, 2011 the Company entered into a letter of interest with a related party in exchange for 250,000 shares of common stock and 200,000 shares of preferred stock of the Company.
 
During the year, the Company recorded revenues totalling $4,574 for consulting fees from related parties.
 
NOTE 6 – LOAN PAYABLE – RELATED PARTY
 
A related party loaned funds to the Company to pay certain expenses. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. The principal balance of the loan at July 31, 2011 was $100,000.

F-  9 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 7 – MORTGAGE PAYABLE – RELATED PARTY
 
On June 24, 2010, Penndel Land Company (a related party through common ownership) transferred certain real estate located in Cumberland County, Pennsylvania along with a mortgage it held on the property and related accrued interest to the Company. Penndel took the deed in lieu of foreclosing on the original mortgagee. The mortgage carries an interest rate of 12%. The mortgage requires payment in full on December 15, 2010. Interest expense for the period ended July 31, 2010 was $13,746. No interest was paid. The mortgage payable and accrued interest were paid in full in August 2010 by the issuance of 44,348 common shares.
 
NOTE 8 – STOCKHOLDER’S EQUITY (DEFICIT)
 
AMI was incorporated on April 13, 2010 in Delaware with authorized capital of 1,500 shares of common stock with no stated par value. On April 30, 2010 the Company amended its Certificate of Incorporation to authorize 100,000,000 shares of common stock with a par value of .0001 per share and 20,000,000 of preferred stock with a par value of .0001 per share.
 
On June 2, 2010, 10,000,000 shares were issued to the founder at par value for cash of $1,000.
 
During the current fiscal year, the Company issued 67,083 shares of common stock for administrative services rendered to facilitate the formation of the Company.
 
On August 7, 2010, the Company issued 44,348 common shares to Penndel Land Company, a related party, as full payment on the $1,130,000 mortgage note payable and the $380,423 accrued interest payable.
 
On September 3, 2010, AMI acquired a security interest in a mortgage note receivable from a related party in exchange for 120,000 shares of AMI Company stock and $700 cash.
 
On July 22, 2011, AMI issued 200,000 shares of common stock and 250,000 shares of preferred stock to a related party as consideration for exclusive contract rights.
 
On July 22, 2011, the Company issued 250,000 shares of common stock and 200,000 shares of preferred stock under a letter of interest with a related party.
 
During the year ended July 31, 2011 a shareholder contributed $43,734 in cash as contributed capital.
 
NOTE 9 – LIQUIDITY AND 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. 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 ongoing operations; however, there can be no assurance the Company will be successful in these efforts. These factors create 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.

F-  10 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 10 – INCOME TAXES
 
For the period ended July 31, 2010, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,349,000 at July 31, 2011, and will expire beginning in the year 2030.
 
The provision for Federal income tax consists of the following:
 
 	 	July 31,
2011	 	 	July 31,
2010	 	
Refundable Federal income tax attributable to:	 	 	 	 	 	 	 	 	
Current Operations	 	$	428,000	 	 	$	31,000	 	
Less: valuation allowance	 	 	(428,000	)	 	 	(31,000	)	
Net provision for Federal income taxes	 	$	0	 	 	$	0	 	
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 	 	July 31,
2011	 	 	July 31,
2010	 	
Deferred tax asset attributable to:	 	 	 	 	 	 	 	 	
Net operating loss carryover	 	$	459,000	 	 	$	31,000	 	
Valuation allowance	 	 	(459,000	)	 	 	(31,000	)	
Net deferred tax asset	 	$	0	 	 	$	0	 	
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, the net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES
 
In July 2011, the Company entered into a lease agreement for the rental of office space. The terms of the agreement are month-to-month. Rental expense for the year ended July 31, 2011 was $500.
 
AMI entered into a joint venture on April 14, 2010 with Penndel Land Company (Penndel), a related party entity primarily owned by the Company’s Chief Executive Officer, whereby Penndel will be AMI'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. As part of this joint venture, Penndel will receive a percentage of each class of shares in AMI in exchange for $10,000,000 of consulting services.
 
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 of $750,000 payable as $500,000 cash and the remaining $250,000 payable in the form of 7,500 shares of AMI’s common stock. The cash portion is payable within 90 days of the successful completion of the registration as a publically traded company pursuant to the Securities Act of 1933.

F-  11 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
In addition, royalty payments equal to $2.50 for each unit sold from the items arising from the patent, including the Damar TruckDeck, for a period of five years. After five years, the parties will renegotiate the terms of the agreement. If no agreement can be reached, then the parties agree to extend the royalty payments for one additional year after which time all royalty payments will terminate.
 
AMI has agreed to issue to its securities attorney 500,000 common shares at par value for services rendered after its initial registration statement has gone effective.
 
On October 30, 2010, AMI entered into an agreement with High Speed Rail Facilities, Inc. Under the terms of the agreement, AMI will act as an agent and representative of High Speed Rail Facilities, Inc. 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 high speed rail and related activities. High Speed Rail Facilities, Inc. will be responsible for accepting, holding, administering, investing and disbursing funds obtained in connection with activities discussed above. The consulting fee will be 1.5 percent of the master bond indenture of $15 billion dollars.
 
In November 2011, AMI entered into agreements with High Speed Rail Facilities, Inc. and High Speed Rail Facilities Provider, Inc. to provide construction services and advisory services.
 
In July 2011, the Company signed a letter of intent with HSR Technologies, Inc. that HSR Technologies will provide to the Company 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. The Company will pay HSR Technologies, Inc. a nonrefundable deposit of 250,000 common shares and 200,000 of preferred shares of the Company and sum of $25,000,000 cash 60 days after the Company becomes a listed company.
 
Additionally on December 1, 2010, Penndel Land Company (a related Party) assigned the contract rights related to a construction agreement entered into with Alabama Toll Facilities, Inc. No consideration was given in relation to the assignment of the contract rights. 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. The face amount of the contract is $6 billion at cost plus 30 percent, plus 2 percent over the adjustment for the increase in inflation, but not less than such amount that will result in a profit of $1.8 billion. In addition, GTI will receive a fee of 2 percent of the funds generated through financing it secures for the project.
 
The Company reached an agreement with Penndel Land Company for consideration, which included a non-recourse payment from the Company to Penndel of 250,000 shares of preferred shares and 200,000 shares of common shares transferred to Penndel to be held in escrow with HSRF Trust until such time as the Company becomes listed. The Company is to pay sum of $6,000 trust administrative service fee to HSRF Trust. Ninety (90) days after the Company becomes listed, the Company will pay the initial sum of forty million dollars to Penndel and 250,000 shares of preferred shares and 200,000 shares of common shares will be released to Penndel. The further consideration (per phase) is to be paid as follows:

F-  12 	

 	
 
AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
Payment to Penndel of two dollars and 13/100 ($2.13) per square foot of the right-of-way for construction of the roadway and for over pass air rights. Payment to Penndel of a sum equal to one dollar and 25/100 ($1.25) per square foot by one foot in height and sixty-nine cents ($0.69) per foot of height thereafter.
 
In the same agreement, the Company also secured additional construction contract for future phases adding an $8 billion dollar contract at cost plus 30 percent, plus 2 percent over the adjustment for the increase in inflation, but not less than such amount that will result in an additional profit of $2.4 billion. In addition GTI will receive a fee of 2 percent of the funds generated through financing it secures for the project.
 
In February 2011, the Company issued an offer letter to purchase a rebar plant for cash of $4,750,000 and an option to purchase management services to support the operations of the plant.
 
On March 1, 2011, the Company entered into a three month agreement with Transportation Economics & Management Systems, Inc. (TEMS) regarding consulting services in relation to the development of high-speed rail and other transportation projects by the Company. The agreement was subsequently extended until March 1, 2012. Compensation for services under the agreement may not exceed $135,408 unless otherwise authorized by a supplemental agreement.
 
In July 2011, the Company agreed to sell concession rights to build and operate development of Port Ostia, Port of De Claudius and KSJM airport. The Company also signed a letter of intent that calls for Port of Ostia to pay to the Company for concession rights the sum of $150,000,000, Port De Claudius to pay the Company $100,000,000, and KSJM airport to pay the Company $150,000,000.
 
The Company advanced $449 to each of seven new entities to cover the costs of obtaining Certificates of Incorporation for these entities. This amount is reflected as another receivable on the Company’s balance sheet. These entities are expected to perform various services related to future projects of the Company.
 
NOTE 12 – SUBSEQUENT EVENTS
 
In September 2011, agreements were reached with Port Ostia, Inc., Port De Claudius, Inc. and KSJM Airport, Inc. having the effective date of July 2011 that calls for a closing date on or before Sept 2013. Under the agreements, the Company agreed to pay $449.00 for undiluted 25% ownership interests in Port Ostia, Inc., Port De Claudius, Inc. and KSJM Airport, Inc. In addition to ownership interest, the Company is accepting and reserving onto itself rights to be the on and off site horizontal and vertical construction contractor. Company and buyers agree that the Company is to perform services at cost plus 30% plus 2 percent over the adjustment for the increase in inflation.
 
In September 2011, Port of Ostia Inc. and Port De Claudius, Inc. signed a letter of intent with ISS Marine Services, Inc., a Division of Inchcape Shipping, an international company, as supplier for directing merchant marine traffic to Port De Claudius and air-cargo/merchant marine traffic to Port of Ostia.
 
Subsequent to July 31, 2011, the Company sold 500,000 shares of common stock for total proceeds of $98,650.

F-  13 	

 	

AMERI METRO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2011
 
NOTE 12 – SUBSEQUENT EVENTS (CONTINUED)
 
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those described above.

F-  14 	

 	
 
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
 
On June 12, 2012, Yellowwood Acquisition Corporation completed a reverse acquisition with Ameri Metro, Inc. The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies. The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below. In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company. The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:
 
	·	The unaudited Pro Forma Combined Balance Sheets as of July 31, 2011 and December 31, 2011 combines the historical balance sheets of the companies as of the years ended July 31, 2011 and December 31, 2011, giving effect to the acquisition as if it had occurred at the beginning of the period.	
 
	·	The unaudited Pro Forma Combined Statements of Operations for the years ended July 31, 2011 and December 31, 2011 combines the historical income statements of the companies for the indicated period, giving effect to the acquisition as if it had occurred at the beginning of period.	
 
	·	The unaudited Pro Forma Combined Balance Sheets as of April 30, 2012 and March 31, 2012 combines the historical balance sheets of the companies as of those dates, giving effect to the acquisition as if it had occurred at the beginning of the period.	
 
	·	The unaudited Pro Forma Combined Statements of Operations for the nine months ended April 30, 2012 and for the three months ended March 31, 2012 combines the historical income statements of the companies for the indicated period, giving effect to the acquisition as if it had occurred at the beginning of the period.	
 
These unaudited pro forma combined financial statements and accompanying notes should be read in conjunction with the separate audited financial statements of Yellowwood Acquisition Corporation and Ameri Metro, Inc. as of and for the years ended December 31, 2011 and July 31, 2011, respectively.

 	

 	
 
AMERI METRO, INC.	
 	
TABLE OF CONTENTS	
 
Pro Forma Combined Balance Sheets (Unaudited) as of July 31, 2011 and December 31, 2011	F-1	
 	 	
Pro Forma Combined Statements of Operations (Unaudited) for the years ended July 31, 2011 and December 31, 2011	F-2	
 	 	
Pro Forma Combined Balance Sheets (Unaudited) as of April 30, 2012 and March 31, 2012	F-3	
 	 	
Pro Forma Combined Statements of Operations (Unaudited) for the nine months ended April 30, 2012 and the three months ended March 31, 2012	F-4	
 	 	
Notes to the Pro Forma Adjustments (Unaudited)	F-5	

 	

 	
 
AMERI METRO, INC.
PRO FORMA COMBINED BALANCE SHEETS (UNAUDITED)
AS OF JULY 31, 2011 AND DECEMBER 31, 2011

 	 	Ameri Metro,
Inc. 
July 31, 2011	 	 	Yellowwood
Acquisition
Corporation
December 31,
2011	 	 	Pro Forma
Adjustments	 	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	1,907	 	 	$	2,000	  (a)	 	 	(1,950	)	 	$	1,957	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable - other	 	 	3,143	 	 	 	-	 	 	 	 	 	 	 	3,143	 	
Mortgage receivable	 	 	3,723,353	 	 	 	-	 	 	 	 	 	 	 	3,723,353	 	
Accrued interest receivable	 	 	343,824	 	 	 	-	 	 	 	 	 	 	 	343,824	 	
Deposits	 	 	15,000	 	 	 	-	 	 	 	 	 	 	 	15,000	 	
Total Other Assets	 	 	4,085,320	 	 	 	-	 	 	 	 	 	 	 	4,085,320	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Assets	 	$	4,087,227	 	 	$	2,000	 	 	 	 	 	 	$	4,087,227	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued expenses	 	$	58,457	 	 	$	400	  (c)	 	 	(400	)	 	$	58,457	 	
Loan payable – related party	 	 	100,000	 	 	 	-	 	 	 	 	 	 	 	100,000	 	
Mortgage payable – related party	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
Accrued interest – related party	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
Total Liabilities	 	 	158,457	 	 	 	400	 	 	 	 	 	 	 	158,457	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	 	1,068	 	 	 	2,000	  (a)	 	 	(1,950	)	 	 	1,218	 	
 	 	 	 	 	 	 		  (b)	 	 	100	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock	 	 	45	 	 	 	-	 	 	 	 	 	 	 	45	 	
Additional paid in capital	 	 	5,276,794	 	 	 	943	  (c)	 	 	(1,443	)	 	 	5,276,694	 	
 	 	 	 	 	 	 		  (c)	 	 	400	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deficit accumulated during the development stage	 	 	(1,349,137	)	 	 	(1,343	) (b)	 	 	(100	)	 	 	(1,349,137	)	
 	 	 	 	 	 	 		  (c)	 	 	1,443	 	 	 	 	 	
Total Stockholders’ Equity	 	 	3,928,770	 	 	 	1,600	 	 	 	 	 	 	 	3,928,820	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity	 	$	4,087,227	 	 	$	2,000	 	 	 	 	 	 	$	4,087,227	 	

See accompanying Notes to the Pro Forma Adjustments.

F-  1 	

 	
 
AMERI METRO, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE YEARS ENDED JULY 31, 2011 AND DECEMBER 31, 2011

 	 	Ameri
Metro, Inc.
July 31,
2011	 	 	Yellowwood
Acquisition
Corporation
December 31,
2011	 	 	Pro Forma
Adjustments	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
REVENUES	 	$	4,574	 	 	$	0	 	 	 	 	 	 	$	4,574	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OPERATING EXPENSES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Professional fees	 	 	106,388	 	 	 	-	 	 	 	 	 	 	 	106,388	 	
Real estate taxes	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
General & administrative expenses	 	 	14,495	 	 	 	1,343	 (b)	 	 	100	 	 	 	15,938	 	
TOTAL OPERATING EXPENSES	 	 	120,883	 	 	 	1,343	 	 	 	 	 	 	 	122,326	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS FROM OPERATIONS	 	 	(116,309	)	 	 	(1,343	)	 	 	 	 	 	 	(117,752	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OTHER INCOME (EXPENSE)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	343,824	 	 	 	-	 	 	 	 	 	 	 	343,824	 	
Loss on foreclosure	 	 	(1,483,132	)	 	 	-	 	 	 	 	 	 	 	(1,483,132	)	
Interest expense	 	 	(2,600	)	 	 	-	 	 	 	 	 	 	 	(2,600	)	
Total other income (expense)	 	 	(1,141,908	)	 	 	-	 	 	 	 	 	 	 	(1,141,908	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS BEFORE PROVISION FOR INCOME TAXES	 	 	(1,258,217	)	 	 	(1,343	)	 	 	 	 	 	 	(1,259,660	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
PROVISION FOR INCOME TAXES	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET LOSS	 	$	(1,258,217	)	 	$	(1,343	)	 	 	 	 	 	$	(1,259,660	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS PER SHARE: BASIC AND DILUTED	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(.10	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:   BASIC AND DILUTED	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,667,421	 	

See accompanying Notes to the Pro Forma Adjustments.

F-  2 	

 	
 
AMERI METRO, INC.
PRO FORMA COMBINED BALANCE SHEETS (UNAUDITED)
AS OF APRIL 30, 2012 AND MARCH 31, 2012

 	 	Ameri Metro,
Inc.
April 30,
2012	 	 	Yellowwood
Acquisition
Corporation
March 31,
2012	 	 	Pro Forma
Adjustments	 	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	10	 	 	$	          2,000	 (a)	 	 	(1,950	)	 	$	60	 	
Prepaid services	 	 	185	 	 	 	-	 	 	 	 	 	 	 	185	 	
Prepaid employment fees	 	 	3,158	 	 	 	-	 	 	 	 	 	 	 	3,158	 	
Total Current Assets	 	 	3,353	 	 	 	2,000	 	 	 	 	 	 	 	3,403	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Office equipment, net of depreciation	 	 	880	 	 	 	-	 	 	 	 	 	 	 	880	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable - other	 	 	3,143	 	 	 	-	 	 	 	 	 	 	 	3,143	 	
Investment in intellectual property	 	 	1,320	 	 	 	-	 	 	 	 	 	 	 	1,320	 	
Mortgage receivable	 	 	3,723,353	 	 	 	-	 	 	 	 	 	 	 	3,723,353	 	
Accrued interest receivable	 	 	636,508	 	 	 	-	 	 	 	 	 	 	 	636,508	 	
Deposits	 	 	15,000	 	 	 	-	 	 	 	 	 	 	 	15,000	 	
Total Other Assets	 	 	4,379,324	 	 	 	-	 	 	 	 	 	 	 	4,379,324	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Assets	 	$	4,383,557	 	 	$	2,000	 	 	 	 	 	 	$	4,383,607	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued expenses	 	$	58,457	 	 	$	-	 	 	 	 	 	 	$	58,457	 	
Loan payable – related party	 	 	100,000	 	 	 	-	 	 	 	 	 	 	 	100,000	 	
Total Liabilities	 	 	158,457	 	 	 	-	 	 	 	 	 	 	 	158,457	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	 	1,214	 	 	 	2,000	 (a)	 	 	(1,950	)	 	 	1,364	 	
 	 	 	 	 	 	 		 (b)	 	 	100	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock	 	 	45	 	 	 	-	 	 	 	 	 	 	 	45	 	
Additional paid in capital	 	 	5,388,993	 	 	 	2,093	 (c)	 	 	(2,193	)	 	 	5,388,893	 	
Stock subscription receivable	 	 	(47,000	)	 	 	-	 	 	 	 	 	 	 	(47,000	)	
Deficit accumulated during the development stage	 	 	(1,118,152	)	 	 	(2,093)	 (b)	 	 	(100	)	 	 	(1,118,152	)	
 	 	 	 	 	 	 		 (c)	 	 	2,193	 	 	 	 	 	
Total Stockholders’ Equity	 	 	4,225,100	 	 	 	2,000	 	 	 	 	 	 	 	4,225,150	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity	 	$	4,383,557	 	 	$	2,000	 	 	 	 	 	 	$	4,383,607	 	

See accompanying Notes to the Pro Forma Adjustments.

F-  3 	

 	
 
AMERI METRO, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND THE THREE MONTHS ENDED MARCH 31, 2012
 
 	 	Ameri Metro,
Inc.
Nine Months
Ended
April 30, 2012	 	 	Yellowwood
Acquisition
Corporation
Three Months
Ended
March 31, 2012	 	 	Pro Forma
Adjustments	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
REVENUES	 	$	34,238	 	 	$	0	 	 	 	 	 	 	$	34,238	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OPERATING EXPENSES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Professional fees	 	 	3,773	 	 	 	-	 	 	 	 	 	 	 	3,773	 	
Directors fees	 	 	8,400	 	 	 	-	 	 	 	 	 	 	 	8,400	 	
Depreciation	 	 	155	 	 	 	-	 	 	 	 	 	 	 	155	 	
General & administrative expenses	 	 	83,609	 	 	 	750	 (b)	 	 	100	 	 	 	84,459	 	
TOTAL OPERATING EXPENSES	 	 	95,937	 	 	 	750	 	 	 	 	 	 	 	96,787	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS FROM OPERATIONS	 	 	(61,699	)	 	 	(750	)	 	 	 	 	 	 	(62,549	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
OTHER INCOME (EXPENSE)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	292,684	 	 	 	-	 	 	 	 	 	 	 	292,684	 	
Total other income (expense)	 	 	292,684	 	 	 	-	 	 	 	 	 	 	 	292,684	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	 	 	230,985	 	 	 	(750	)	 	 	 	 	 	 	230,135	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
PROVISION FOR INCOME TAXES	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET LOSS	 	$	230,985	 	 	$	(750	)	 	 	 	 	 	$	230,135	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LOSS PER SHARE: BASIC AND DILUTED	 	 	 	 	 	 	 	 	 	 	 	 	 	$	.02	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:   BASIC AND DILUTED	 	 	 
 	 	 	 	 
 	 	 	 	 	 	 	 	12,667,421	 	

See accompanying Notes to the Pro Forma Adjustments.

F-  4 	

 	
 
AMERI METRO, INC.
NOTES TO THE PRO FORMA ADJUSTMENTS (UNAUDITED)
 
	(a)	Redemption of 19,500,000 common shares of Yellowwood for $1,950 on April 17, 2012.	
 
	(b)	Issuance of 1,000,000 common shares by Yellowwood on April 18, 2012 to transfer control of entity.	
 
	(c)	Merger of Yellowwood and Ameri Metro on June 12, 2012. 12,667,421 common shares of Yellowwood exchanged one-for-one for 100% of the outstanding common shares of Ameri Metro and 450,000 preferred shares of Yellowwood exchanged one-for-one for 100% of the outstanding preferred shares of Ameri Metro.	

F-  5 	

 

AMERI METRO, INC.
 
(Formerly Yellowwood Acquisition Corporation)
Restated By-Laws
 
Article I
 
The Stockholders
 
Section 1.1. Annual Meeting. The annual meeting of the stockholders of Ameri Metro, Inc. (formerly Yellowwood Acquisition Corporation) (the "Corporation") shall be held on the third Thursday in May of each year at 10:30 a.m. local time, or at such other date or time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the election of directors and for the transaction of such other business as may come before the meeting.
 
Section 1.2. Special Meetings. A special meeting of the stockholders may be called at any time by the written resolution or request of two-thirds or more of the members of the Board of Directors, the president, or any executive vice president and shall be called upon the written request of the holders of two-thirds or more in amount, of each class or series of the capital stock of the Corporation entitled to vote at such meeting on the matters(s) that are the subject of the proposed meeting, such written request in each case to specify the purpose or purposes for which such meeting shall be called, and with respect to stockholder proposals, shall further comply with the requirements of this Article.
 
Section 1.3. Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the date, hour and place where it is to be held, shall be served either personally or by mail, not less than fifteen nor more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their stock, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, notice shall be deemed to be delivered when deposited in the United States mail or with any private express mail service, postage or delivery fee prepaid, and shall be directed to each such stockholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.
 
Section 1.4. Fixing Date of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 	

 	

By-Laws	Page number 2	

 
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting (to the extent that such action by written consent is permitted by law, the Certificate of Incorporation or these By-Laws), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in its state of incorporation, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
 
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
Section 1.5. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed and the proxies and ballots shall be received and be taken in charge. All questions touching on the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by one or more inspectors. Such inspectors shall be appointed by the Board of Directors before or at the meeting, or, if no such appointment shall have been made, then by the presiding officer at the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to serve shall be appointed in like manner.
 
Section 1.6. Quorum. At any meeting of the stockholders, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum.
 
If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed in accordance with these By-Laws for an annual or special meeting, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
 
Section 1.7. Business. The chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall call meetings of the stockholders to order, and shall act as chairman of such meeting; provided, however, that the Board of Directors or executive committee may appoint any stockholder to act as chairman of any meeting in the absence of the chairman of the Board. The secretary of the Corporation shall act as secretary at all meetings of the stockholders, but in the absence of the secretary at any meeting of the stockholders, the presiding officer may appoint any person to act as secretary of the meeting.

 	

 	
 
By-Laws	Page number 3	
 
Section 1.8. Stockholder Proposals. No proposal by a stockholder shall be presented for vote at a special or annual meeting of stockholders unless such stockholder shall, not later than the close of business on the fifth day following the date on which notice of the meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting of stockholders, which notice shall include the name and address of such stockholder, the number of voting securities that he holds of record and that he holds beneficially, the text of the proposal to be presented to the meeting and a statement in support of the proposal.
 
Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the secretary prior to the date set forth herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, qua stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided.
 
Notwithstanding any other provision of these By-Laws, the Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any such proposal to stockholders at a special or annual meeting of stockholders if the Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in its proxy materials to stockholders in accordance with any such section, rule or regulation.
 
Section 1.9. Proxies. At all meetings of stockholders, a stockholder entitled to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
 
Section 1.10. Voting by Ballot. The votes for directors, and upon the demand of any stockholder or when required by law, the votes upon any question before the meeting, shall be by ballot.
 
Section 1.11. Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

 	

 	
 
By-Laws	Page number 4	
 
Section 1.12. Place of Meeting. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation.
 
Section 1.13. Voting of Stock of Certain Holders. Shares of capital stock of the Corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.
 
Shares of capital stock of the Corporation standing in the name of a deceased person, a minor ward or an incompetent person may be voted by his administrator, executor, court-appointed guardian or conservator, either in person or by proxy, without a transfer of such stock into the name of such administrator, executor, court-appointed guardian or conservator. Shares of capital stock of the Corporation standing in the name of a trustee may be voted by him, either in person or by proxy.
 
Shares of capital stock of the Corporation standing in the name of a receiver may be voted, either in person or by proxy, by such receiver, and stock held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in any appropriate order of the court by which such receiver was appointed.
 
A stockholder whose stock is pledged shall be entitled to vote such stock, either in person or by proxy, until the stock has been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote, either in person or by proxy, the stock so transferred.
 
Shares of its own capital stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding stock at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding stock at any given time.
 
Article II
 
Board of Directors
 
Section 2.1. General Powers. The business, affairs, and the property of the Corporation shall be managed and controlled by the Board of Directors (the "Board"), and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in the Board.
 
Section 2.2. Number of Directors. The number of directors which shall constitute the whole Board shall be not fewer than one nor more than five. Within the limits above specified, the number of directors shall be determined by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office.
 
Section 2.3. Election, Term and Removal. Directors shall be elected at the annual meeting of stockholders to succeed those directors whose terms have expired. Each director shall hold office for the term for which elected and until his or her successor shall be elected and qualified. Directors need not be stockholders. A director may be removed from office at a meeting expressly called for that purpose by the vote of not less than a majority of the outstanding capital stock entitled to vote at an election of directors.

 	

 	
 
By-Laws	Page number 5	
 
Section 2.4. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum; except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs provided that the holders of not less than a majority of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director. All directors elected to fill vacancies shall hold office for a term expiring at the time of the next annual meeting of stockholders and upon election and qualification of his successor. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.
 
Section 2.5. Resignations. Any director of the Corporation may resign at any time by giving written notice to the president or to the secretary of the Corporation. The resignation of any director shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 
Section 2.6. Place of Meetings, etc. The Board of Directors may hold its meetings, and may have an office and keep the books of the Corporation (except as otherwise may be provided for by law), in such place or places in or outside the state of incorporation as the Board from time
to time may determine.
 
Section 2.7. Regular Meetings. Regular meetings of the Board of Directors shall be held as soon as practicable after adjournment of the annual meeting of stockholders at such time and place as the Board of Directors may fix. No notice shall be required for any such regular meeting of the Board.
 
Section 2.8. Special Meetings. Special meetings of the Board of Directors shall be held at places and times fixed by resolution of the Board of Directors, or upon call of the chairman of the Board, if any, or vice-chairman of the Board, if any, the president, an executive vice president or two-thirds of the directors then in office.
 
The secretary or officer performing the secretary's duties shall give not less than twenty-four hours' notice by letter, telegraph or telephone (or in person) of all special meetings of the Board of Directors, provided that notice need not given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.
 
Section 2.9. Participation by Conference Telephone. Members of the Board of Directors of the Corporation, or any committee thereof, may participate in a regular or special or any other meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
 
Section 2.10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior or subsequent to such action all the members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

 	

 	
 
By-Laws	Page number 6	
 
Section 2.11. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at meetings of the Board of Directors in such order as the Board may determine. At all meetings of the Board of Directors, the chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall preside.
 
Section 2.13. Interest of Directors in Contracts. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
 
	(1)	The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or	
 
	(2)	The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or	
 
	(3)	The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors or the stockholders.	
 
(b)           Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
 
Section 2.14. Compensation of Directors. Each director of the Corporation who is not a salaried officer or employee of the Corporation, or of a subsidiary of the Corporation, shall receive such allowances for serving as a director and such fees for attendance at meetings of the Board of Directors or the executive committee or any other committee appointed by the Board as the Board may from time to time determine.
 
Section 2.15. Loans to Officers or Employees. The Board of Directors may lend money to, guarantee any obligation of, or otherwise assist, any officer or other employee of the Corporation or of any subsidiary, whether or not such officer or employee is also a director of the Corporation, whenever, in the judgment of the directors, such loan, guarantee, or assistance may reasonably be expected to benefit the Corporation; provided, however, that any such loan, guarantee, or other assistance given to an officer or employee who is also a director of the Corporation must be authorized by a majority of the entire Board of Directors. Any such loan, guarantee, or other assistance may be made with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, but not limited to, a pledge of shares of the Corporation, and may be made upon such other terms and conditions as the Board of Directors may determine.

 	

 	
 
By-Laws	Page number 7	
 
Section 2.16. Nomination. Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, the close of business on the last day of the eighth month after the immediately preceding annual meeting of stockholders, and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the fifth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors, and; (e) the consent of each nominee to serve as a director of the Corporation if so elected. The presiding officer at the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
 
Article III
 
Committees
 
Section 3.1. Committees. The Board of Directors, by resolution adopted by a majority of the number of directors then fixed by these By-Laws or resolution thereto, may establish such standing or special committees of the Board as it may deem advisable, and the members, terms, and authority of such committees shall be set forth in the resolutions establishing such committee.
 
Section 3.2. Executive Committee Number and Term of Office. The Board of Directors may, at any meeting, by majority vote of the Board of Directors, elect from the directors an executive committee. The executive committee shall consist of such number of members as may be fixed from time to time by resolution of the Board of Directors. The Board of Directors may designate a chairman of the committee who shall preside at all meetings thereof, and the committee shall designate a member thereof to preside in the absence of the chairman.

 	

 	
 
By-Laws	Page number 8	
 
Section 3.3. Executive Committee Powers. The executive committee may, while the Board of Directors is not in session, exercise all or any of the powers of the Board of Directors in all cases in which specific directions shall not have been given by the Board of Directors; except that the executive committee shall not have the power or authority of the Board of Directors to (i) amend the Certificate of Incorporation or the By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors, (iii) adopt an agreement or certification of ownership, merger or consolidation, (iv) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, or a dissolution of the Corporation or a revocation of a dissolution, (v) declare a dividend, or (vi) authorize the issuance of stock.
 
Section 3.4. Executive Committee Meetings. Regular and special meetings of the executive committee may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors. Special meetings of the executive committee may be called by any member thereof. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special or regular meeting of the executive meeting if a quorum is present. At any meeting at which every member of the executive committee shall be present, in person or by telephone, even though without any notice, any business may be transacted. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action.
 
The executive committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors, but in every case the presence of a majority of the total number of members of the executive committee shall be necessary to constitute a quorum. In every case, the affirmative vote of a quorum shall be necessary for the adoption of any resolution.
 
Section 3.5. Executive Committee Vacancies. The Board of Directors, by majority vote of the Board of Directors then in office, shall fill vacancies in the executive committee by election from the directors.

Article IV
 
The Officers
 
Section 4.1. Number and Term of Office. The officers of the Corporation shall consist of, as the Board of Directors may determine and appoint from time to time, a chief executive officer, a president, one or more executive vice-presidents, a secretary, a treasurer, a controller, and/or such other officers as may from time to time be elected or appointed by the Board of Directors, including such additional vice-presidents with such designations, if any, as may be determined by the Board of Directors and such assistant secretaries and assistant treasurers. In addition, the Board of Directors may elect a chairman of the Board and may also elect a vice-chairman as officers of the Corporation. Any two or more offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except as may be required by law.
 
The officers of the Corporation shall be elected or appointed from time to time by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected or appointed or until his death or until he shall resign or shall have been removed by the Board of Directors.
 
Each of the salaried officers of the Corporation shall devote his entire time, skill and energy to the business of the Corporation, unless the contrary is expressly consented to by the Board of Directors or the executive committee.
 
Section 4.2. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby.
 
Section 4.3. The Chairman of the Board. The chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors and shall have such other authority and perform such other duties as are prescribed by law, by these By-Laws and by the Board of Directors. The Board of Directors may designate the chairman of the Board as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer.

 	

 	
 
By-Laws	Page number 9	
 
Section 4.4. The Vice-Chairman. The vice-chairman, if any, shall have such authority and perform such other duties as are prescribed by these By-Laws and by the Board of Directors. In the absence or inability to act of the chairman of the Board and the president, he shall preside at the meetings of the stockholders and of the Board of Directors and shall have and exercise all of the powers and duties of the chairman of the Board. The Board of Directors may designate the vice-chairman as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer.
 
Section 4.5. The President. The president shall have such authority and perform such duties as are prescribed by law, by these By-Laws, by the Board of Directors and by the chief executive officer (if the president is not the chief executive officer). The president, if there is no chairman of the Board, or in the absence or the inability to act of the chairman of the Board, shall preside at all meetings of stockholders and of the Board of Directors. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer.
 
Section 4.6. The Chief Executive Officer. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer. The chief executive officer of the Corporation shall have, subject to the supervision and direction of the Board of Directors, general supervision of the business, property and affairs of the Corporation, including the power to appoint and discharge agents and employees, and the powers vested in him by the Board of Directors, by law or by these By-Laws or which usually attach or pertain to such office.
 
Section 4.7. The Executive Vice-Presidents. In the absence of the chairman of the Board, if any, the president and the vice-chairman, if any, or in the event of their inability or refusal to act, the executive vice-president (or in the event there is more than one executive vice-president, the executive vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the chairman of the Board, of the president and of the vice-chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman of the Board, the president and the vice-chairman. Any executive vice-president may sign, with the secretary or an authorized assistant secretary, certificates for stock of the Corporation and shall perform such other duties as from time to time may be assigned to him by the chairman of the Board, the president, the vice-chairman, the Board of Directors or these By-Laws.
 
Section 4.8. The Vice-Presidents. The vice-presidents, if any, shall perform such duties as may be assigned to them from time to time by the chairman of the Board, the president, the vice-chairman, the Board of Directors, or these By-Laws.
 
Section 4.9. The Treasurer. Subject to the direction of chief executive officer and the Board of Directors, the treasurer shall have charge and custody of all the funds and securities of the Corporation; when necessary or proper he shall endorse for collection, or cause to be endorsed, on behalf of the Corporation, checks, notes and other obligations, and shall cause the deposit of the same to the credit of the Corporation in such bank or banks or depositary as the Board of Directors may designate or as the Board of Directors by resolution may authorize; he shall sign all receipts and vouchers for payments made to the Corporation other than routine receipts and vouchers, the signing of which he may delegate; he shall sign all checks made by the Corporation (provided, however, that the Board of Directors may authorize and prescribe by resolution the manner in which checks drawn on banks or depositories shall be signed, including the use of facsimile signatures, and the manner in which officers, agents or employees shall be authorized to sign); unless otherwise provided by resolution of the Board of Directors, he shall sign with an officer-director all bills of exchange and promissory notes of the Corporation; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter regularly full and accurate account of the Corporation in books of the Corporation to be kept by him for that purpose; he shall, at all reasonable times, exhibit his books and accounts to any director of the Corporation upon application at his office during business hours; and he shall perform all acts incident to the position of treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sure ties as the Board of Directors may require.

 	

 	
 
By-Laws	Page number 10	
 
Section 4.10. The Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors, the minutes of all meetings of the stockholders and (unless otherwise directed by the Board of Directors) the minutes of all committees, in books provided for that purpose; he shall attend to the giving and serving of all notices of the Corporation; he may sign with an officer-director or any other duly authorized person, in the name of the Corporation, all contracts authorized by the Board of Directors or by the executive committee, and, when so ordered by the Board of Directors or the executive committee, he shall affix the seal of the Corporation thereto; he may sign with the president or an executive vice-president all certificates of shares of the capital stock; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or the executive committee may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the secretary's office during business hours; and he shall in general perform all the duties incident to the office of the secretary, subject to the control of the chief executive officer and the Board of Directors.
 
Section 4.11. The Controller. The controller shall be the chief accounting officer of the Corporation. Subject to the supervision of the Board of Directors, the chief executive officer and the treasurer, the controller shall provide for and maintain adequate records of all assets, liabilities and transactions of the Corporation, shall see that accurate audits of the Corporation's affairs are currently and adequately made and shall perform such other duties as from time to time may be assigned to him.
 
Section 4.12. The Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The assistant secretaries as thereunto authorized by the Board of Directors may sign with the chairman of the Board, the president, the vice-chairman or an executive vice-president, certificates for stock of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or chief executive officer, the Board of Directors, or these By-Laws.
 
Section 4.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
 
Section 4.14. Voting upon stocks. Unless otherwise ordered by the Board of Directors or by the executive committee, any officer, director or any person or persons appointed in writing by any of them, shall have full power and authority in behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock, and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person or persons.

 	

 	
 
By-Laws	Page number 11	
 
Article V
 
Contracts and Loans
 
Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
 
Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Article VI
 
Certificates for Stock and Their Transfer
 
Section 6.1. Certificates for Stock. Certificates representing stock of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the chairman of the Board, the president, the vice-chairman or an executive vice-president and/or by the secretary or an authorized assistant secretary and shall be sealed with the seal of the Corporation. The seal may be a facsimile. If a stock certificate is countersigned (i) by a transfer agent other than the Corporation or its employee, or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. All certificates for stock shall be consecutively numbered or otherwise identified. The name of the person to whom the shares of stock represented thereby are issued, with the number of shares of stock and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares of stock shall have been surrendered and canceled, except that, in the event of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
 
Section 6.2. Transfers of Stock. Transfers of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender for cancellation of the certificate for such stock. The person in whose name stock stands on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 	

 	

By-Laws	Page number 12	
 
Article VII
 
Fiscal Year
 
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of August in each year and end on the last day of July in each year.

Article VIII
 
Seal
 
Section 8.1. Seal. The Board of Directors shall approve a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.

Article IX
 
Waiver of Notice
 
Section 9.1. Waiver of Notice. Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Certificate of Incorporation or under the provisions of the corporation law of the state of incorporation, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of any person at a meeting for which any notice is required to be given under the provisions of these By-Laws, the Certificate of Incorporation or the corporation law of the state of incorporation shall constitute a waiver of notice of such meeting except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Article X
 
Amendments
 
Section 10.1. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors of the Corporation by the affirmative vote of a majority of the members of the Board, or by the affirmative vote of a majority of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote generally in the election of directors, voting together as a single class.

 	

 	
 
By-Laws	Page number 13	
 
Article XI
 
Indemnification
 
Section 11.1. Indemnification. The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time.

 
[END]

 	

Exhibit 10.11

 

INVESTMENT MANAGMENT AGREEMENT
 
THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is effective the  2 Jan  of 2013 of (“Effective Date”) by and between ING Investment Management Co. LLC, (“IIM”), a Delaware limited liability company, and HSRF Trustee, as Trustee to Master Trustee Indenture Relating to $20,000,000,000 Revenue Bonds Series 2012 for Alabama Toll Facilities, Inc. (“Client”). 
WITNESSETH
WHEREAS, the Client has entered into an agreement with a custodian (“Custodian”), selected by Client, to hold Client’s assets or funds in an account (“Account”);
WHEREAS, the Client wishes to appoint IIM to manage the investment and reinvestment of all or part of the Account (“Managed Assets”) subject to such guidelines as the Client may from time to time establish, and IIM desires to accept such appointment; and
WHEREAS, the Client desires to engage IIM to provide certain operational and administrative support necessary to process, account for and report the investment and reinvestment of transactions in respect of the Managed Assets and IIM desires to accept such engagement.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services .
(a) The Client hereby appoints IIM as the “investment manager” for the Managed Assets, and IIM accepts such appointment.
(b) The Client hereby grants to IIM complete power and authority, on its behalf, from the Effective Date or, if later, from the first day amounts are allocated to, and/or Managed Assets are deposited in, the Account, to invest, reinvest and supervise the Managed Assets held in the Account (“Investment Advisory Services”) in accordance with the Investment Guidelines, set forth in Schedule 1 (“Investment Guidelines”). The Guidelines shall be applied at the time a transaction is entered into, regardless of later market movements, and shall not be deemed breached as a result of changes in the value or status of an investment following its acquisition. In the event that any investment in the Managed Assets exceeds or otherwise fails to comply with the Investment Guidelines, IIM shall take such corrective action, in its sole discretion, as it deems advisable. The Client will promptly furnish IIM with written copies of all changes in such Investment Guidelines that occur while this Agreement remains effective. The Client understands that IIM shall not be responsible for providing Investment Advisory Services in accordance with any such changes to the Investment Guidelines until IIM has received a written copy of, and has had an opportunity to review and accept, such change. All transactions effected for the Account will be deemed to be in compliance with the Investment Guidelines unless written notice to the contrary is received by IIM from the Client within 30 days following the first issue of the periodic report containing such transactions.

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IIM understands that, from time to time, for policy reasons that may, but need not, be disclosed to IIM, the Client may make written request of IIM to dispose of securities of specified issuers or to refrain from the purchase of securities of specified issuers. For Account assets not held in pooled investment vehicles, IIM shall comply with any such reasonable requests.
(c) IIM, as the Client’s agent with respect to the investment, reinvestment and supervision of the Managed Assets may, when it deems it appropriate and without prior consultation with the Client, in accordance with the Investment Guidelines, (i) commit for, buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities or commodity interests including, but not limited to, common and preferred stocks, corporate and government debt, money market instruments, and, to the extent expressly authorized in the Investment Guidelines, financial futures and options (including options on futures), any derivative instruments, transactions, agreements or arrangements including, but not limited to, interest rate and currency swaps, stock swaps, equity swaps and equity index swaps, (ii) place orders for the execution of such security or commodity transactions, hedging transactions and equity derivative transactions with or through brokers, dealers, futures commission merchants, issuers or counterparties, and (iii) issue instructions to the Custodian with regard to the Managed Assets.
(d) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives, futures contracts and options on futures contracts (“futures”), which are permitted to be made by IIM in accordance with the Investment Guidelines, the Client hereby authorizes and directs IIM to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts in the name of IIM or the Client, and executing such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partner agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Client acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by IIM for such investment purposes. 
(e) In performing its duties and obligations under this Agreement, IIM may delegate any of its discretionary investment, advisory, administrative, operational and other rights, powers and functions hereunder to its affiliates, provided that IIM shall remain responsible for the fulfillment of its duties and responsibilities hereunder. IIM may also contract with other entities to provide administrative and/or operational services and/or support for the Account. 
(f) Unless the Client instructs IIM in writing to the contrary, excess liquidity included among the Managed Assets will be invested in a short-term investment facility or investment vehicle selected by the Client which may, to the extent consistent with applicable laws and regulations, include an investment vehicle managed or administered by IIM. 

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2. Securities Management Services . 
The Client hereby engages IIM to provide administrative and securities management services (“Securities Management Services”) described in Schedule 2 attached hereto, incident to its Investment Advisory Services. 
3. Reports . 
IIM shall report to the Client or any person designated by the Client, information described in Schedule 3 with respect to the Managed Assets and such other information with respect to the Managed Assets as the Client may from time to time reasonably request. On request, representatives of IIM shall meet with the Client to discuss investment performance of the Managed Assets and other matters relating to IIM’s obligations under this Agreement. 
4. Transaction Procedures . 
The Managed Assets are held by the Custodian pursuant to a trust or custody agreement. IIM shall not act as trustee or custodian for the Managed Assets and shall not under any circumstances have custody or physical control of the Managed Assets. IIM may, however, issue instructions to, and communicate with, the Custodian as may be necessary and appropriate in connection with the services provided to the Client under this Agreement. At the option of IIM, instructions from IIM to the Custodian may be made orally or by computer, electronic instruction systems or telecommunications terminals. The Client acknowledges that the Custodian must notify IIM immediately in the event any transaction fails. The Client shall instruct all brokers, dealers, futures commission merchants and counterparties executing orders on behalf of the Managed Assets to forward to IIM copies of all confirmations. 
The Client shall use its best efforts to have the Custodian comply with IIM’s instructions, including any operating procedures necessary to implement IIM’s instructions, issued in connection with the services provided to the Client under this Agreement. To the extent the Client or the Custodian is obligated to provide IIM with information in connection with IIM’s provision of services hereunder, the Client shall use its best efforts to ensure such information is provided in an accurate and timely manner. IIM shall be entitled to rely on any record provided or instruction, order, or request made by the Custodian pursuant to this Agreement. IIM shall not be liable for any losses caused by any act or omission of the Client or the Custodian in connection with the Client’s or Custodian’s discharge of its duties, or by any act or omission of any employee or agent of the Client or the Custodian. 
5. Records . 
To the extent required by applicable laws and regulations, IIM shall keep or cause to be kept an accurate record of each transaction in respect of the Managed Assets and of all receipts, disbursements and other transactions hereunder affecting the Managed Assets or the Account. All such records shall be made available at reasonable times and under reasonable conditions to inspections and audit by the Client, any person authorized by the Client, or any representative of any appropriate regulatory body.

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6. Confidential Relationship . 
All information and reports furnished by the parties to this Agreement, including their respective agents and employees, and all transactions effected by IIM on behalf of the Account shall be treated as confidential and shall not be disclosed to third parties except as the parties hereto mutually agree or as required by law or regulatory process. 
Notwithstanding the foregoing, the parties acknowledge and agree that unless the Client instructs IIM otherwise, in connection with any representative client listing, marketing and/or similar materials, IIM may include the Client’s name, investment products/strategies provided by IIM to the Client, and the size of the Client’s assets under management in such investment product/strategy. Moreover, IIM may use the performance results obtained by it in connection with the investment and reinvestment of the Managed Assets (either alone or in a composite) in marketing materials distributed to clients or potential clients. 
7. Service to Other Clients . 
It is understood that IIM performs or may perform investment advisory services for clients other than the Client. The Client agrees that IIM may provide investment advice to any of its other clients that may differ from advice given to the Account, or take action with respect to any of its other clients that may differ from the nature of action taken with respect to the Managed Assets, so long as IIM, to the extent practical, allocates investment opportunities over a period of time on a fair and equitable basis. It is understood that IIM shall have no obligation to purchase or sell, or to recommend for purchase or sale on behalf of the Account, any security or commodity which IIM, its principals, affiliates, employees or agents may purchase or sell for its or their own accounts or for the account of any other client, if, in the opinion of IIM, such transaction or investment appears unsuitable, impractical or undesirable for the Account. 
The Client understands that the ability of IIM or its affiliates to effect and/or recommend certain transactions may be restricted by applicable regulatory requirements in the United States and/or other countries or jurisdictions. In particular, activities of IIM’s affiliates involving investment banking and other financial services may impose limitations on the advice or recommendations IIM or its affiliates may give. Further, in situations where an affiliate of IIM is involved in an underwriting or distribution of a company’s securities, IIM or its affiliates may be precluded from purchasing or recommending the purchase of certain securities of the company for the Client. 
8. Brokerage . 
(a.) General . Except to the extent the Client directs otherwise, IIM will use its discretion in selecting the broker-dealer or counterparty to be used to execute each order for the Account and effect the transactions. The Client authorizes IIM and any broker-dealer or counterparty, in their discretion, to bunch or aggregate orders for the Account with orders of other accounts (including accounts in which IIM, the broker-dealer or counterparty, their respective affiliates, and/or their personnel have an interest) and to allocate the aggregate amounts of investment among such accounts. In selecting a broker-dealer or counterparty, IIM will use its reasonable efforts to obtain best price and best execution and will take into account such relevant factors as (A) price, (B) the broker-dealer’s or counterparty’s facilities, reliability and financial responsibility, (C) the ability of the broker-dealer or counterparty to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and (D) the research, brokerage and other services provided by such broker-dealer or counterparty to IIM. Accordingly, IIM may cause the Account to pay a broker-dealer or counterparty that provides brokerage or research services (either directly or through third-party relationships) an amount of commission in excess of that which another broker-dealer or counterparty would have charged, if IIM determines in good faith that such commission is reasonable in relation to the value of brokerage or research services provided. Such services may include, but are not limited to, research reports on companies, industries, securities, economics and politics; economic and financial data; portfolio and performance analyses; financial publications and news sources; earnings forecasts; computer data bases; quotation equipment and services; trading-related services and software; and research- oriented computer hardware, software; and other services. These brokerage and research services may assist IIM in rendering services to other accounts and not all such services will necessarily be used in connection with the Account. In the event the Client directs IIM to execute trades through specific broker-dealers or counterparties, the Client should be aware that such directed brokerage transactions may cause the Account to receive different quantities of securities and incur transaction costs and commissions which may be higher than other clients of IIM. Should the Client direct IIM to execute trades through specific broker-dealers, the Client understands that it may be restricting IIM’s ability to negotiate as favorable a transaction price or commission rate as might otherwise be available and Client may also forego potential benefits from bunching or aggregating its orders with those of other accounts. The Client agrees to hold IIM harmless against all costs, liabilities and expenses arising from such brokerage direction. 

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(b.) Affiliated Broker-Dealers or Counterparties . The Client hereby authorizes IIM to use ING Investment Management Services LLC (“IIM Services”), or other registered broker-dealers or counterparties affiliated with IIM, to execute trades for the Account. In selecting one of these broker-dealers or counterparties, IIM will use the same criteria as it uses to select any other broker-dealer or counterparty. IIM will pay commissions from the Account pursuant to rates posted from time to time and disclosed to the Client. The Client may terminate such authorization at any time and without penalty upon written notice delivered to IIM. With respect to transactions subject to Section 11(a) of the Securities Exchange Act of 1934 and applicable rules thereunder, IIM shall use its best efforts to provide the Client with information on an annual basis disclosing the brokerage commissions, if any, retained by IIM’s affiliates in connection with transactions for the Account conducted on a securities exchange. 
(c.) Cross Transactions . Where permissible under applicable laws and regulations, IIM may engage in a cross transaction (whereby a security is purchased by one client account from another client account), provided that IIM believes such transaction is in the best interests of both accounts and IIM achieves best execution. 
9. Proxies . 
Unless otherwise agreed in writing, IIM shall be responsible for exercising any voting rights, consents, authorizations, elections or tender decisions, for securities held in the Account, provided that IIM timely receives proxies or similar materials relating to such securities. IIM may use an external service provider in fulfilling its obligations under this section. IIM will not advise or act for the Client in legal proceedings, including class action litigations and bankruptcies, involving securities purchased in the Account. 

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10. Cash Flow Notification . 
The Client agrees that prior to making additional deposits into or taking withdrawals, it (or the Custodian) will provide IIM with written notification to the designated Regional Account Manager or Client Service Manager no less than 48 hours in advance of such deposit or withdrawal. 
11. Fees . 
The compensation payable to IIM for the services rendered hereunder shall be calculated in accordance with the fee schedule as described in Schedule 4 attached hereto (“Fee Schedule”) and paid quarterly in arrears within 30 days of receipt of billing statement from IIM. The Client is responsible for verifying the accuracy of the fee calculation. 
12. Liability and Indemnification . To the extent permitted by applicable law, IIM shall not be liable for, and shall be indemnified and held harmless by Client against, any loss, liability or expense (including, but not limited to, reasonable counsel fees and expenses) arising out of any action taken or omitted to be taken by IIM, except for actions or omissions resulting from IIM’s gross negligence or bad faith. IIM shall have no liability to any person for the acts or omissions of any third party or for any losses related to the Account’s investment performance. 
13. Valuation . 
      In computing the market value of any security included in the Managed Assets: 

	(i)	each security listed on any national securities exchange, for which recent market quotations are readily available, shall be valued at the close of regular trading on the New York Stock Exchange (generally, 4 p.m. Eastern time) at the last reported sale price on the principal exchange on which such security is traded or, if there has been no recently reported sale, at the last reported bid price;	
	(ii)	unlisted securities shall be valued at the then-current quoted price;	
	(iii)	futures contracts will be valued based on closing settlement prices as reported on regulated futures exchanges, in accordance with accepted practices and applicable law and regulations;	
	(iv)	each short term or money market instrument shall be valued at the most current market price obtained from a vendor pricing service, or broker- dealer, or at the most current market price generated from an internal matrix which takes into consideration the type, quality, and maturity of each instrument and utilizes current interest rates obtained from a financial services vendor;	
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	(v)	each fixed income security shall be valued at the most current evaluated price provided by a vendor pricing service. Such prices are derived by the vendor using proprietary models and methodologies; fixed income securities that can not be priced in this manner shall be valued at the most current market price obtained from a broker-dealer or counterparty, or at the most current market price generated from an internal matrix which takes into consideration certain characteristics of fixed income securities and utilizes current interest rates obtained from a financial services vendor; and	
	(vi)	any other security or asset shall be valued in a manner determined in good faith by IIM to reflect its fair market value and such valuation shall be determinative; and	
	(vii)	in its sole discretion and in good faith, IIM may override a vendor or broker price of any security or asset to better reflect its fair market value.	

14. Representations and Warranties by the Client . 
The Client represents and warrants that: (i) the appointment of IIM is authorized by and does not violate any client agreement; (ii) the terms hereof do not violate any obligations of the Client, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action by the Client; (iv) when executed and delivered, this Agreement will be binding upon the Client in accordance with its terms; (v) the Client has delivered to IIM true and complete copies of all documents related to the administration of the Account and the Client will promptly deliver to IIM copies of all amendments or supplements to any such documents; (vi) the Client has delivered or will deliver, or cause to be delivered, in a timely manner to IIM the documents described in Schedule 5 attached hereto; (vii) the Client has received a copy of IIM’s Form ADV (Part II), Privacy Policy and Proxy Voting Policy; and (viii) the following Anti-Money Laundering Representations are true and accurate: 
Neither Client, nor any senior management of Client (director, executive officer or similar official), or any affiliate of the Client is included on either of the following lists: 

·	The U.S. Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions, based on U.S. foreign policy and national security goals (as such list is amended from time to time) (currently found at http://www.treas.gov.ofac ); or	
·	The list of individuals and groups with whom U.S. persons are prohibited from doing business because such persons have been identified as terrorists or persons who support terrorism pursuant to U.S. Executive Order 13224 (as such list is amended from time to time) (currently found at www.treas.gov/terrorism.htm l ).	

Client also represents and warrants that: (i) it is acting for its own account, risk and beneficial interest; (ii) it is not acting as agent, representative, intermediary/nominee or in any other similar capacity for any other person; (iii) no other person will have a beneficial or economic interest in the assets provided by Client to IIM for management; (iv) in its activities with IIM, it will not employ the services of a bank (a) with no physical presence in any country; (b) operating under a license that prohibits it from conducting a banking business with the citizens of the licensing country or in the currency of that country, or (c) operating under a license issued by a Non-Cooperative Country, as determined by the Financial Action Task Force (as of June 2003, the list of Non-Cooperative Countries includes Cook Islands, Egypt, Guatemala, Indonesia, Myanmar, Nauru, Nigeria, Philippines and the Ukraine); (v) to the best of Client’s knowledge and belief, the funds Client intends to transmit to IIM are not derived from any criminal enterprise or activity; and (vi) Client agrees to provide IIM with such information as it determines to be necessary and appropriate to verify compliance with anti-money laundering, anti-terrorism or similar regulations of any applicable jurisdiction or to respond to requests for information concerning Client’s identity from any governmental authority, self regulatory organization or financial institution in connection with its anti-money laundering, anti- terrorism or similar compliance procedures, and to update such information as necessary. 

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The Client further represents and warrants that the Client shall notify IIM if any of the above representations and warranties become inaccurate for any reason. 
15. Representations and Warranties by IIM . 
IIM represents and warrants that: (i) it is registered with the United States Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); (ii) this Agreement has been duly authorized by appropriate action by IIM; and (iii) when executed and delivered, this Agreement will be binding upon IIM in accordance with its terms. 
IIM shall operate in compliance in all material respects with all United States federal securities laws and other federal laws applicable to investment managers, including the Advisers Act. IIM shall comply with the Investment Guidelines in providing Investment Advisory Services and shall have no independent duty or responsibility to assure that investments permitted by the Client’s Investment Guidelines qualify as permitted investments under laws applicable to the Client. 
16. Termination . 
This Agreement shall continue in effect until terminated by either party. The Client may terminate the Agreement without penalty, within five (5) business days after having signed it. Subsequently, either party may terminate this Agreement upon not less than thirty (30) days’ written notice to the other stating the date of termination, subject only to settlement of any outstanding fees and the completion of any unfinished transaction binding on either party. All rights and obligations resulting from Sections 6, 12, 14 and 15 hereof shall be unaffected thereby and shall continue to be governed by this Agreement which shall survive with respect thereto. 
17. Assignment . 
No assignment, as that term is defined in the Advisers Act, shall be made by either party hereto without the consent of the other party.

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18. Notices . 
Except as otherwise provided, all notices and other communications hereunder shall be in writing and shall be sufficient if delivered by hand or if sent by telefax or mail, postage prepaid, addressed: 

	(i)	if to IIM:

ING Investment Management Co. LLC
One Orange Way
Windsor, CT 06095
Fax No. (860) 275-2158
Attention: Chief Compliance Officer
 
With a copy to:
 
ING Investment Management Co. LLC
230 Park Avenue
New York, NY 10169
Attention: General Counsel	

	(ii)	if to the Client:

HSRF Trust
3030 East Market Street 2nd Floor
York PA 17356
Attention: Shah Mathias	

The parties may by like notice, designate any future or different address to which subsequent notices shall be sent. Any notice shall be deemed given when received. 
19. Waivers; Amendments . 
No term or provision of this Agreement may be amended, supplemented, waived or modified except by an instrument in writing signed (i) in the case of waivers, by the party or other person against whom enforcement of the waiver is sought, or (ii) in the case of amendments, supplements or modifications, by all parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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20. Miscellaneous . 
This Agreement embodies the entire agreement and understanding between IIM and the Client and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of Connecticut to the extent not preempted by federal law. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context otherwise implies wherever found in this Agreement, and whether or not followed by the words “but not limited to”, the term “including” shall mean a partial list and shall not be interpreted to signify an all-inclusive list of the items that follow such term. The provisions of this Agreement are intended to be severable. If for any reason any provision in this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 
This Agreement may be executed in counterparts, each of which shall be deemed to be an original; such counterparts shall together constitute the entire Agreement. 

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.  

HSRF Trust	 	HSRF Trust	 	

 	 	 	 	 	 	
By:	/s/ Robert Holmes	 	By:	/s/ Shah Mathias	 	
 	(Signature)	 	 	(Signature)	 	
Name	Robert Holmes	 	Name 	Shah Mathias	 	
 	 	 	 	 	 	
Title 	Director	 	Title	CEO	 	

 	 	 	 	 	 	
ING INVESTMENT MANAGEMENT CO. LLC	 		 	
 	 	 	 	 	 	
By:	/s/ Eileen Madden	 	 		 	
 	 	 	 	 	 	
Name	Eileen Madden	 	 		 	
 	 	 	 	 	 	
Title 	SVP, Head of Client Service	 	 		 	

 

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SCHEDULE 1  

INVESTMENT STRATEGY AND GUIDELINES
 
Initial Funding: Approximately $ 700 Million  
 
INVESTMENT GUIDELINES: 
To be inserted

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SCHEDULE 2   
SECURITIES MANAGEMENT SERVICES
 
Pursuant to Section 2 of this Agreement, IIM shall provide the following Securities Management Services: 

1.	Settlement/Trustee Control - Daily coordination of any purchases or sales of securities with trustee or custodian, brokers and clearance bank. Confirmation of funds movements upon receipt/delivery of securities. Reconciliation of asset position between trustee or custodian and investment operations. 	

2.	Transaction Processing - Daily recording of individual security transactions on trade date.	

3.	Market Valuation of Assets - Assets priced in accordance with Section 13 for the limited purpose of keeping the Custodian apprised of IIM’s valuation of the Managed Assets and for calculating performance in accordance with Section 3.	

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SCHEDULE 3
  QUARTERLY PERFORMANCE REPORTS
 Pursuant to Section 3 of this Agreement, IIM shall provide the following reports on a calendar quarter basis:
 
Reports to be discussed and agreed upon  

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SCHEDULE 4  
FEE SCHEDULE  

1.	The compensation payable to IIM for the Investment Advisory Services and Securities Management Services rendered hereunder shall be calculated from and after the Effective Date on a calendar quarterly basis in arrears in accordance with the following formula:	

Annual Fee Schedule:
First $200 million at 8 basis points
Next $200 million at 6 basis points
Over $400 million at 4 basis points
Minimum annual fee $125,000 
Fee is calculated as follows: 
Basis Points x the Mean Market Value of Managed Assets x 1/4. Mean Market Value shall be defined as the market value of the Managed Assets as of the first and last day of the calendar quarter divided by 2. 
For the purposes of the foregoing formula, Market Value shall be determined in accordance with Section 13 of the Agreement.

2.	IIM will bill the Client for its fee.	

3.	With respect to any period during which the Agreement is not in full force and effect during the entire calendar quarter, the fee for such quarterly period shall be prorated.	

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Exhibit 10.12

 

INVESTMENT MANAGMENT AGREEMENT
 
THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is effective the  2 Jan  of 2013 of (“Effective Date”) by and between ING Investment Management Co. LLC, (“IIM”), a Delaware limited liability company, and HSRF Trustee, as Trustee to Master Trustee Indenture Relating to $20,000,000,000 Revenue Bonds Series 2012 for High Speed Rail Facilities Provider, Inc. (“Client”). 
WITNESSETH
WHEREAS, the Client has entered into an agreement with a custodian (“Custodian”), selected by Client, to hold Client’s assets or funds in an account (“Account”);
WHEREAS, the Client wishes to appoint IIM to manage the investment and reinvestment of all or part of the Account (“Managed Assets”) subject to such guidelines as the Client may from time to time establish, and IIM desires to accept such appointment; and
WHEREAS, the Client desires to engage IIM to provide certain operational and administrative support necessary to process, account for and report the investment and reinvestment of transactions in respect of the Managed Assets and IIM desires to accept such engagement.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services .
(a) The Client hereby appoints IIM as the “investment manager” for the Managed Assets, and IIM accepts such appointment.
(b) The Client hereby grants to IIM complete power and authority, on its behalf, from the Effective Date or, if later, from the first day amounts are allocated to, and/or Managed Assets are deposited in, the Account, to invest, reinvest and supervise the Managed Assets held in the Account (“Investment Advisory Services”) in accordance with the Investment Guidelines, set forth in Schedule 1 (“Investment Guidelines”). The Guidelines shall be applied at the time a transaction is entered into, regardless of later market movements, and shall not be deemed breached as a result of changes in the value or status of an investment following its acquisition. In the event that any investment in the Managed Assets exceeds or otherwise fails to comply with the Investment Guidelines, IIM shall take such corrective action, in its sole discretion, as it deems advisable. The Client will promptly furnish IIM with written copies of all changes in such Investment Guidelines that occur while this Agreement remains effective. The Client understands that IIM shall not be responsible for providing Investment Advisory Services in accordance with any such changes to the Investment Guidelines until IIM has received a written copy of, and has had an opportunity to review and accept, such change. All transactions effected for the Account will be deemed to be in compliance with the Investment Guidelines unless written notice to the contrary is received by IIM from the Client within 30 days following the first issue of the periodic report containing such transactions.

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IIM understands that, from time to time, for policy reasons that may, but need not, be disclosed to IIM, the Client may make written request of IIM to dispose of securities of specified issuers or to refrain from the purchase of securities of specified issuers. For Account assets not held in pooled investment vehicles, IIM shall comply with any such reasonable requests.
(c) IIM, as the Client’s agent with respect to the investment, reinvestment and supervision of the Managed Assets may, when it deems it appropriate and without prior consultation with the Client, in accordance with the Investment Guidelines, (i) commit for, buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities or commodity interests including, but not limited to, common and preferred stocks, corporate and government debt, money market instruments, and, to the extent expressly authorized in the Investment Guidelines, financial futures and options (including options on futures), any derivative instruments, transactions, agreements or arrangements including, but not limited to, interest rate and currency swaps, stock swaps, equity swaps and equity index swaps, (ii) place orders for the execution of such security or commodity transactions, hedging transactions and equity derivative transactions with or through brokers, dealers, futures commission merchants, issuers or counterparties, and (iii) issue instructions to the Custodian with regard to the Managed Assets.
(d) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives, futures contracts and options on futures contracts (“futures”), which are permitted to be made by IIM in accordance with the Investment Guidelines, the Client hereby authorizes and directs IIM to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts in the name of IIM or the Client, and executing such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partner agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Client acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by IIM for such investment purposes. 
(e) In performing its duties and obligations under this Agreement, IIM may delegate any of its discretionary investment, advisory, administrative, operational and other rights, powers and functions hereunder to its affiliates, provided that IIM shall remain responsible for the fulfillment of its duties and responsibilities hereunder. IIM may also contract with other entities to provide administrative and/or operational services and/or support for the Account. 
(f) Unless the Client instructs IIM in writing to the contrary, excess liquidity included among the Managed Assets will be invested in a short-term investment facility or investment vehicle selected by the Client which may, to the extent consistent with applicable laws and regulations, include an investment vehicle managed or administered by IIM. 

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2. Securities Management Services . 
The Client hereby engages IIM to provide administrative and securities management services (“Securities Management Services”) described in Schedule 2 attached hereto, incident to its Investment Advisory Services. 
3. Reports . 
IIM shall report to the Client or any person designated by the Client, information described in Schedule 3 with respect to the Managed Assets and such other information with respect to the Managed Assets as the Client may from time to time reasonably request. On request, representatives of IIM shall meet with the Client to discuss investment performance of the Managed Assets and other matters relating to IIM’s obligations under this Agreement. 
4. Transaction Procedures . 
The Managed Assets are held by the Custodian pursuant to a trust or custody agreement. IIM shall not act as trustee or custodian for the Managed Assets and shall not under any circumstances have custody or physical control of the Managed Assets. IIM may, however, issue instructions to, and communicate with, the Custodian as may be necessary and appropriate in connection with the services provided to the Client under this Agreement. At the option of IIM, instructions from IIM to the Custodian may be made orally or by computer, electronic instruction systems or telecommunications terminals. The Client acknowledges that the Custodian must notify IIM immediately in the event any transaction fails. The Client shall instruct all brokers, dealers, futures commission merchants and counterparties executing orders on behalf of the Managed Assets to forward to IIM copies of all confirmations. 
The Client shall use its best efforts to have the Custodian comply with IIM’s instructions, including any operating procedures necessary to implement IIM’s instructions, issued in connection with the services provided to the Client under this Agreement. To the extent the Client or the Custodian is obligated to provide IIM with information in connection with IIM’s provision of services hereunder, the Client shall use its best efforts to ensure such information is provided in an accurate and timely manner. IIM shall be entitled to rely on any record provided or instruction, order, or request made by the Custodian pursuant to this Agreement. IIM shall not be liable for any losses caused by any act or omission of the Client or the Custodian in connection with the Client’s or Custodian’s discharge of its duties, or by any act or omission of any employee or agent of the Client or the Custodian. 
5. Records . 
To the extent required by applicable laws and regulations, IIM shall keep or cause to be kept an accurate record of each transaction in respect of the Managed Assets and of all receipts, disbursements and other transactions hereunder affecting the Managed Assets or the Account. All such records shall be made available at reasonable times and under reasonable conditions to inspections and audit by the Client, any person authorized by the Client, or any representative of any appropriate regulatory body.

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6. Confidential Relationship . 
All information and reports furnished by the parties to this Agreement, including their respective agents and employees, and all transactions effected by IIM on behalf of the Account shall be treated as confidential and shall not be disclosed to third parties except as the parties hereto mutually agree or as required by law or regulatory process. 
Notwithstanding the foregoing, the parties acknowledge and agree that unless the Client instructs IIM otherwise, in connection with any representative client listing, marketing and/or similar materials, IIM may include the Client’s name, investment products/strategies provided by IIM to the Client, and the size of the Client’s assets under management in such investment product/strategy. Moreover, IIM may use the performance results obtained by it in connection with the investment and reinvestment of the Managed Assets (either alone or in a composite) in marketing materials distributed to clients or potential clients. 
7. Service to Other Clients . 
It is understood that IIM performs or may perform investment advisory services for clients other than the Client. The Client agrees that IIM may provide investment advice to any of its other clients that may differ from advice given to the Account, or take action with respect to any of its other clients that may differ from the nature of action taken with respect to the Managed Assets, so long as IIM, to the extent practical, allocates investment opportunities over a period of time on a fair and equitable basis. It is understood that IIM shall have no obligation to purchase or sell, or to recommend for purchase or sale on behalf of the Account, any security or commodity which IIM, its principals, affiliates, employees or agents may purchase or sell for its or their own accounts or for the account of any other client, if, in the opinion of IIM, such transaction or investment appears unsuitable, impractical or undesirable for the Account. 
The Client understands that the ability of IIM or its affiliates to effect and/or recommend certain transactions may be restricted by applicable regulatory requirements in the United States and/or other countries or jurisdictions. In particular, activities of IIM’s affiliates involving investment banking and other financial services may impose limitations on the advice or recommendations IIM or its affiliates may give. Further, in situations where an affiliate of IIM is involved in an underwriting or distribution of a company’s securities, IIM or its affiliates may be precluded from purchasing or recommending the purchase of certain securities of the company for the Client. 
8. Brokerage . 
(a.) General . Except to the extent the Client directs otherwise, IIM will use its discretion in selecting the broker-dealer or counterparty to be used to execute each order for the Account and effect the transactions. The Client authorizes IIM and any broker-dealer or counterparty, in their discretion, to bunch or aggregate orders for the Account with orders of other accounts (including accounts in which IIM, the broker-dealer or counterparty, their respective affiliates, and/or their personnel have an interest) and to allocate the aggregate amounts of investment among such accounts. In selecting a broker-dealer or counterparty, IIM will use its reasonable efforts to obtain best price and best execution and will take into account such relevant factors as (A) price, (B) the broker-dealer’s or counterparty’s facilities, reliability and financial responsibility, (C) the ability of the broker-dealer or counterparty to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and (D) the research, brokerage and other services provided by such broker-dealer or counterparty to IIM. Accordingly, IIM may cause the Account to pay a broker-dealer or counterparty that provides brokerage or research services (either directly or through third-party relationships) an amount of commission in excess of that which another broker-dealer or counterparty would have charged, if IIM determines in good faith that such commission is reasonable in relation to the value of brokerage or research services provided. Such services may include, but are not limited to, research reports on companies, industries, securities, economics and politics; economic and financial data; portfolio and performance analyses; financial publications and news sources; earnings forecasts; computer data bases; quotation equipment and services; trading-related services and software; and research- oriented computer hardware, software; and other services. These brokerage and research services may assist IIM in rendering services to other accounts and not all such services will necessarily be used in connection with the Account. In the event the Client directs IIM to execute trades through specific broker-dealers or counterparties, the Client should be aware that such directed brokerage transactions may cause the Account to receive different quantities of securities and incur transaction costs and commissions which may be higher than other clients of IIM. Should the Client direct IIM to execute trades through specific broker-dealers, the Client understands that it may be restricting IIM’s ability to negotiate as favorable a transaction price or commission rate as might otherwise be available and Client may also forego potential benefits from bunching or aggregating its orders with those of other accounts. The Client agrees to hold IIM harmless against all costs, liabilities and expenses arising from such brokerage direction. 

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(b.) Affiliated Broker-Dealers or Counterparties . The Client hereby authorizes IIM to use ING Investment Management Services LLC (“IIM Services”), or other registered broker-dealers or counterparties affiliated with IIM, to execute trades for the Account. In selecting one of these broker-dealers or counterparties, IIM will use the same criteria as it uses to select any other broker-dealer or counterparty. IIM will pay commissions from the Account pursuant to rates posted from time to time and disclosed to the Client. The Client may terminate such authorization at any time and without penalty upon written notice delivered to IIM. With respect to transactions subject to Section 11(a) of the Securities Exchange Act of 1934 and applicable rules thereunder, IIM shall use its best efforts to provide the Client with information on an annual basis disclosing the brokerage commissions, if any, retained by IIM’s affiliates in connection with transactions for the Account conducted on a securities exchange. 
(c.) Cross Transactions . Where permissible under applicable laws and regulations, IIM may engage in a cross transaction (whereby a security is purchased by one client account from another client account), provided that IIM believes such transaction is in the best interests of both accounts and IIM achieves best execution. 
9. Proxies . 
Unless otherwise agreed in writing, IIM shall be responsible for exercising any voting rights, consents, authorizations, elections or tender decisions, for securities held in the Account, provided that IIM timely receives proxies or similar materials relating to such securities. IIM may use an external service provider in fulfilling its obligations under this section. IIM will not advise or act for the Client in legal proceedings, including class action litigations and bankruptcies, involving securities purchased in the Account. 

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10. Cash Flow Notification . 
The Client agrees that prior to making additional deposits into or taking withdrawals, it (or the Custodian) will provide IIM with written notification to the designated Regional Account Manager or Client Service Manager no less than 48 hours in advance of such deposit or withdrawal. 
11. Fees . 
The compensation payable to IIM for the services rendered hereunder shall be calculated in accordance with the fee schedule as described in Schedule 4 attached hereto (“Fee Schedule”) and paid quarterly in arrears within 30 days of receipt of billing statement from IIM. The Client is responsible for verifying the accuracy of the fee calculation. 
12. Liability and Indemnification . To the extent permitted by applicable law, IIM shall not be liable for, and shall be indemnified and held harmless by Client against, any loss, liability or expense (including, but not limited to, reasonable counsel fees and expenses) arising out of any action taken or omitted to be taken by IIM, except for actions or omissions resulting from IIM’s gross negligence or bad faith. IIM shall have no liability to any person for the acts or omissions of any third party or for any losses related to the Account’s investment performance. 
13. Valuation . 
      In computing the market value of any security included in the Managed Assets: 

	(i)	each security listed on any national securities exchange, for which recent market quotations are readily available, shall be valued at the close of regular trading on the New York Stock Exchange (generally, 4 p.m. Eastern time) at the last reported sale price on the principal exchange on which such security is traded or, if there has been no recently reported sale, at the last reported bid price;	
	(ii)	unlisted securities shall be valued at the then-current quoted price;	
	(iii)	futures contracts will be valued based on closing settlement prices as reported on regulated futures exchanges, in accordance with accepted practices and applicable law and regulations;	
	(iv)	each short term or money market instrument shall be valued at the most current market price obtained from a vendor pricing service, or broker- dealer, or at the most current market price generated from an internal matrix which takes into consideration the type, quality, and maturity of each instrument and utilizes current interest rates obtained from a financial services vendor;	
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	(v)	each fixed income security shall be valued at the most current evaluated price provided by a vendor pricing service. Such prices are derived by the vendor using proprietary models and methodologies; fixed income securities that can not be priced in this manner shall be valued at the most current market price obtained from a broker-dealer or counterparty, or at the most current market price generated from an internal matrix which takes into consideration certain characteristics of fixed income securities and utilizes current interest rates obtained from a financial services vendor; and	
	(vi)	any other security or asset shall be valued in a manner determined in good faith by IIM to reflect its fair market value and such valuation shall be determinative; and	
	(vii)	in its sole discretion and in good faith, IIM may override a vendor or broker price of any security or asset to better reflect its fair market value.	

14. Representations and Warranties by the Client . 
The Client represents and warrants that: (i) the appointment of IIM is authorized by and does not violate any client agreement; (ii) the terms hereof do not violate any obligations of the Client, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action by the Client; (iv) when executed and delivered, this Agreement will be binding upon the Client in accordance with its terms; (v) the Client has delivered to IIM true and complete copies of all documents related to the administration of the Account and the Client will promptly deliver to IIM copies of all amendments or supplements to any such documents; (vi) the Client has delivered or will deliver, or cause to be delivered, in a timely manner to IIM the documents described in Schedule 5 attached hereto; (vii) the Client has received a copy of IIM’s Form ADV (Part II), Privacy Policy and Proxy Voting Policy; and (viii) the following Anti-Money Laundering Representations are true and accurate: 
Neither Client, nor any senior management of Client (director, executive officer or similar official), or any affiliate of the Client is included on either of the following lists: 

·	The U.S. Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions, based on U.S. foreign policy and national security goals (as such list is amended from time to time) (currently found at http://www.treas.gov.ofac ); or	
·	The list of individuals and groups with whom U.S. persons are prohibited from doing business because such persons have been identified as terrorists or persons who support terrorism pursuant to U.S. Executive Order 13224 (as such list is amended from time to time) (currently found at www.treas.gov/terrorism.htm l ).	

Client also represents and warrants that: (i) it is acting for its own account, risk and beneficial interest; (ii) it is not acting as agent, representative, intermediary/nominee or in any other similar capacity for any other person; (iii) no other person will have a beneficial or economic interest in the assets provided by Client to IIM for management; (iv) in its activities with IIM, it will not employ the services of a bank (a) with no physical presence in any country; (b) operating under a license that prohibits it from conducting a banking business with the citizens of the licensing country or in the currency of that country, or (c) operating under a license issued by a Non-Cooperative Country, as determined by the Financial Action Task Force (as of June 2003, the list of Non-Cooperative Countries includes Cook Islands, Egypt, Guatemala, Indonesia, Myanmar, Nauru, Nigeria, Philippines and the Ukraine); (v) to the best of Client’s knowledge and belief, the funds Client intends to transmit to IIM are not derived from any criminal enterprise or activity; and (vi) Client agrees to provide IIM with such information as it determines to be necessary and appropriate to verify compliance with anti-money laundering, anti-terrorism or similar regulations of any applicable jurisdiction or to respond to requests for information concerning Client’s identity from any governmental authority, self regulatory organization or financial institution in connection with its anti-money laundering, anti- terrorism or similar compliance procedures, and to update such information as necessary. 

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The Client further represents and warrants that the Client shall notify IIM if any of the above representations and warranties become inaccurate for any reason. 
15. Representations and Warranties by IIM . 
IIM represents and warrants that: (i) it is registered with the United States Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); (ii) this Agreement has been duly authorized by appropriate action by IIM; and (iii) when executed and delivered, this Agreement will be binding upon IIM in accordance with its terms. 
IIM shall operate in compliance in all material respects with all United States federal securities laws and other federal laws applicable to investment managers, including the Advisers Act. IIM shall comply with the Investment Guidelines in providing Investment Advisory Services and shall have no independent duty or responsibility to assure that investments permitted by the Client’s Investment Guidelines qualify as permitted investments under laws applicable to the Client. 
16. Termination . 
This Agreement shall continue in effect until terminated by either party. The Client may terminate the Agreement without penalty, within five (5) business days after having signed it. Subsequently, either party may terminate this Agreement upon not less than thirty (30) days’ written notice to the other stating the date of termination, subject only to settlement of any outstanding fees and the completion of any unfinished transaction binding on either party. All rights and obligations resulting from Sections 6, 12, 14 and 15 hereof shall be unaffected thereby and shall continue to be governed by this Agreement which shall survive with respect thereto. 
17. Assignment . 
No assignment, as that term is defined in the Advisers Act, shall be made by either party hereto without the consent of the other party.

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18. Notices . 
Except as otherwise provided, all notices and other communications hereunder shall be in writing and shall be sufficient if delivered by hand or if sent by telefax or mail, postage prepaid, addressed: 

	(i)	if to IIM:

ING Investment Management Co. LLC
One Orange Way
Windsor, CT 06095
Fax No. (860) 275-2158
Attention: Chief Compliance Officer
 
With a copy to:
 
ING Investment Management Co. LLC
230 Park Avenue
New York, NY 10169
Attention: General Counsel	

	(ii)	if to the Client:

HSRF Trust
3030 East Market Street 2nd Floor
York PA 17356
Attention: Shah Mathias	

The parties may by like notice, designate any future or different address to which subsequent notices shall be sent. Any notice shall be deemed given when received. 
19. Waivers; Amendments . 
No term or provision of this Agreement may be amended, supplemented, waived or modified except by an instrument in writing signed (i) in the case of waivers, by the party or other person against whom enforcement of the waiver is sought, or (ii) in the case of amendments, supplements or modifications, by all parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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20. Miscellaneous . 
This Agreement embodies the entire agreement and understanding between IIM and the Client and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of Connecticut to the extent not preempted by federal law. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context otherwise implies wherever found in this Agreement, and whether or not followed by the words “but not limited to”, the term “including” shall mean a partial list and shall not be interpreted to signify an all-inclusive list of the items that follow such term. The provisions of this Agreement are intended to be severable. If for any reason any provision in this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 
This Agreement may be executed in counterparts, each of which shall be deemed to be an original; such counterparts shall together constitute the entire Agreement. 

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.  

HSRF Trust	 	HSRF Trust	 	

 	 	 	 	 	 	
By:	/s/ Robert Holmes	 	By:	/s/ Shah Mathias	 	
 	(Signature)	 	 	(Signature)	 	
Name	Robert Holmes	 	Name 	Shah Mathias	 	
 	 	 	 	 	 	
Title 	Director	 	Title	CEO	 	

 	 	 	 	 	 	
ING INVESTMENT MANAGEMENT CO. LLC	 		 	
 	 	 	 	 	 	
By:	/s/ Eileen Madden	 	 		 	
 	 	 	 	 	 	
Name	Eileen Madden	 	 		 	
 	 	 	 	 	 	
Title 	SVP, Head of Client Service	 	 		 	

 

11 	

SCHEDULE 1  

INVESTMENT STRATEGY AND GUIDELINES
 
Initial Funding: Approximately $ 700 Million  
 
INVESTMENT GUIDELINES: 
To be inserted

12 	

SCHEDULE 2   
SECURITIES MANAGEMENT SERVICES
 
Pursuant to Section 2 of this Agreement, IIM shall provide the following Securities Management Services: 

1.	Settlement/Trustee Control - Daily coordination of any purchases or sales of securities with trustee or custodian, brokers and clearance bank. Confirmation of funds movements upon receipt/delivery of securities. Reconciliation of asset position between trustee or custodian and investment operations. 	

2.	Transaction Processing - Daily recording of individual security transactions on trade date.	

3.	Market Valuation of Assets - Assets priced in accordance with Section 13 for the limited purpose of keeping the Custodian apprised of IIM’s valuation of the Managed Assets and for calculating performance in accordance with Section 3.	

13 	

SCHEDULE 3
  QUARTERLY PERFORMANCE REPORTS
 Pursuant to Section 3 of this Agreement, IIM shall provide the following reports on a calendar quarter basis:
 
Reports to be discussed and agreed upon  

14 	

SCHEDULE 4  
FEE SCHEDULE  

1.	The compensation payable to IIM for the Investment Advisory Services and Securities Management Services rendered hereunder shall be calculated from and after the Effective Date on a calendar quarterly basis in arrears in accordance with the following formula:	

Annual Fee Schedule:
First $200 million at 8 basis points
Next $200 million at 6 basis points
Over $400 million at 4 basis points
Minimum annual fee $125,000 
Fee is calculated as follows: 
Basis Points x the Mean Market Value of Managed Assets x 1/4. Mean Market Value shall be defined as the market value of the Managed Assets as of the first and last day of the calendar quarter divided by 2. 
For the purposes of the foregoing formula, Market Value shall be determined in accordance with Section 13 of the Agreement.

2.	IIM will bill the Client for its fee.	

3.	With respect to any period during which the Agreement is not in full force and effect during the entire calendar quarter, the fee for such quarterly period shall be prorated.	

15 	

Exhibit 10.13

 

INVESTMENT MANAGMENT AGREEMENT
 
THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is effective the  2 Jan  of 2013 of (“Effective Date”) by and between ING Investment Management Co. LLC, (“IIM”), a Delaware limited liability company, and HSRF Trustee, as Trustee to Master Trustee Indenture Relating to $20,000,000,000 Revenue Bonds Series 2012 for High Speed Rail Facilities, Inc. (“Client”). 
WITNESSETH
WHEREAS, the Client has entered into an agreement with a custodian (“Custodian”), selected by Client, to hold Client’s assets or funds in an account (“Account”);
WHEREAS, the Client wishes to appoint IIM to manage the investment and reinvestment of all or part of the Account (“Managed Assets”) subject to such guidelines as the Client may from time to time establish, and IIM desires to accept such appointment; and
WHEREAS, the Client desires to engage IIM to provide certain operational and administrative support necessary to process, account for and report the investment and reinvestment of transactions in respect of the Managed Assets and IIM desires to accept such engagement.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services .
(a) The Client hereby appoints IIM as the “investment manager” for the Managed Assets, and IIM accepts such appointment.
(b) The Client hereby grants to IIM complete power and authority, on its behalf, from the Effective Date or, if later, from the first day amounts are allocated to, and/or Managed Assets are deposited in, the Account, to invest, reinvest and supervise the Managed Assets held in the Account (“Investment Advisory Services”) in accordance with the Investment Guidelines, set forth in Schedule 1 (“Investment Guidelines”). The Guidelines shall be applied at the time a transaction is entered into, regardless of later market movements, and shall not be deemed breached as a result of changes in the value or status of an investment following its acquisition. In the event that any investment in the Managed Assets exceeds or otherwise fails to comply with the Investment Guidelines, IIM shall take such corrective action, in its sole discretion, as it deems advisable. The Client will promptly furnish IIM with written copies of all changes in such Investment Guidelines that occur while this Agreement remains effective. The Client understands that IIM shall not be responsible for providing Investment Advisory Services in accordance with any such changes to the Investment Guidelines until IIM has received a written copy of, and has had an opportunity to review and accept, such change. All transactions effected for the Account will be deemed to be in compliance with the Investment Guidelines unless written notice to the contrary is received by IIM from the Client within 30 days following the first issue of the periodic report containing such transactions.

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IIM understands that, from time to time, for policy reasons that may, but need not, be disclosed to IIM, the Client may make written request of IIM to dispose of securities of specified issuers or to refrain from the purchase of securities of specified issuers. For Account assets not held in pooled investment vehicles, IIM shall comply with any such reasonable requests.
(c) IIM, as the Client’s agent with respect to the investment, reinvestment and supervision of the Managed Assets may, when it deems it appropriate and without prior consultation with the Client, in accordance with the Investment Guidelines, (i) commit for, buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities or commodity interests including, but not limited to, common and preferred stocks, corporate and government debt, money market instruments, and, to the extent expressly authorized in the Investment Guidelines, financial futures and options (including options on futures), any derivative instruments, transactions, agreements or arrangements including, but not limited to, interest rate and currency swaps, stock swaps, equity swaps and equity index swaps, (ii) place orders for the execution of such security or commodity transactions, hedging transactions and equity derivative transactions with or through brokers, dealers, futures commission merchants, issuers or counterparties, and (iii) issue instructions to the Custodian with regard to the Managed Assets.
(d) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives, futures contracts and options on futures contracts (“futures”), which are permitted to be made by IIM in accordance with the Investment Guidelines, the Client hereby authorizes and directs IIM to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts in the name of IIM or the Client, and executing such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partner agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Client acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by IIM for such investment purposes. 
(e) In performing its duties and obligations under this Agreement, IIM may delegate any of its discretionary investment, advisory, administrative, operational and other rights, powers and functions hereunder to its affiliates, provided that IIM shall remain responsible for the fulfillment of its duties and responsibilities hereunder. IIM may also contract with other entities to provide administrative and/or operational services and/or support for the Account. 
(f) Unless the Client instructs IIM in writing to the contrary, excess liquidity included among the Managed Assets will be invested in a short-term investment facility or investment vehicle selected by the Client which may, to the extent consistent with applicable laws and regulations, include an investment vehicle managed or administered by IIM. 

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2. Securities Management Services . 
The Client hereby engages IIM to provide administrative and securities management services (“Securities Management Services”) described in Schedule 2 attached hereto, incident to its Investment Advisory Services. 
3. Reports . 
IIM shall report to the Client or any person designated by the Client, information described in Schedule 3 with respect to the Managed Assets and such other information with respect to the Managed Assets as the Client may from time to time reasonably request. On request, representatives of IIM shall meet with the Client to discuss investment performance of the Managed Assets and other matters relating to IIM’s obligations under this Agreement. 
4. Transaction Procedures . 
The Managed Assets are held by the Custodian pursuant to a trust or custody agreement. IIM shall not act as trustee or custodian for the Managed Assets and shall not under any circumstances have custody or physical control of the Managed Assets. IIM may, however, issue instructions to, and communicate with, the Custodian as may be necessary and appropriate in connection with the services provided to the Client under this Agreement. At the option of IIM, instructions from IIM to the Custodian may be made orally or by computer, electronic instruction systems or telecommunications terminals. The Client acknowledges that the Custodian must notify IIM immediately in the event any transaction fails. The Client shall instruct all brokers, dealers, futures commission merchants and counterparties executing orders on behalf of the Managed Assets to forward to IIM copies of all confirmations. 
The Client shall use its best efforts to have the Custodian comply with IIM’s instructions, including any operating procedures necessary to implement IIM’s instructions, issued in connection with the services provided to the Client under this Agreement. To the extent the Client or the Custodian is obligated to provide IIM with information in connection with IIM’s provision of services hereunder, the Client shall use its best efforts to ensure such information is provided in an accurate and timely manner. IIM shall be entitled to rely on any record provided or instruction, order, or request made by the Custodian pursuant to this Agreement. IIM shall not be liable for any losses caused by any act or omission of the Client or the Custodian in connection with the Client’s or Custodian’s discharge of its duties, or by any act or omission of any employee or agent of the Client or the Custodian. 
5. Records . 
To the extent required by applicable laws and regulations, IIM shall keep or cause to be kept an accurate record of each transaction in respect of the Managed Assets and of all receipts, disbursements and other transactions hereunder affecting the Managed Assets or the Account. All such records shall be made available at reasonable times and under reasonable conditions to inspections and audit by the Client, any person authorized by the Client, or any representative of any appropriate regulatory body.

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6. Confidential Relationship . 
All information and reports furnished by the parties to this Agreement, including their respective agents and employees, and all transactions effected by IIM on behalf of the Account shall be treated as confidential and shall not be disclosed to third parties except as the parties hereto mutually agree or as required by law or regulatory process. 
Notwithstanding the foregoing, the parties acknowledge and agree that unless the Client instructs IIM otherwise, in connection with any representative client listing, marketing and/or similar materials, IIM may include the Client’s name, investment products/strategies provided by IIM to the Client, and the size of the Client’s assets under management in such investment product/strategy. Moreover, IIM may use the performance results obtained by it in connection with the investment and reinvestment of the Managed Assets (either alone or in a composite) in marketing materials distributed to clients or potential clients. 
7. Service to Other Clients . 
It is understood that IIM performs or may perform investment advisory services for clients other than the Client. The Client agrees that IIM may provide investment advice to any of its other clients that may differ from advice given to the Account, or take action with respect to any of its other clients that may differ from the nature of action taken with respect to the Managed Assets, so long as IIM, to the extent practical, allocates investment opportunities over a period of time on a fair and equitable basis. It is understood that IIM shall have no obligation to purchase or sell, or to recommend for purchase or sale on behalf of the Account, any security or commodity which IIM, its principals, affiliates, employees or agents may purchase or sell for its or their own accounts or for the account of any other client, if, in the opinion of IIM, such transaction or investment appears unsuitable, impractical or undesirable for the Account. 
The Client understands that the ability of IIM or its affiliates to effect and/or recommend certain transactions may be restricted by applicable regulatory requirements in the United States and/or other countries or jurisdictions. In particular, activities of IIM’s affiliates involving investment banking and other financial services may impose limitations on the advice or recommendations IIM or its affiliates may give. Further, in situations where an affiliate of IIM is involved in an underwriting or distribution of a company’s securities, IIM or its affiliates may be precluded from purchasing or recommending the purchase of certain securities of the company for the Client. 
8. Brokerage . 
(a.) General . Except to the extent the Client directs otherwise, IIM will use its discretion in selecting the broker-dealer or counterparty to be used to execute each order for the Account and effect the transactions. The Client authorizes IIM and any broker-dealer or counterparty, in their discretion, to bunch or aggregate orders for the Account with orders of other accounts (including accounts in which IIM, the broker-dealer or counterparty, their respective affiliates, and/or their personnel have an interest) and to allocate the aggregate amounts of investment among such accounts. In selecting a broker-dealer or counterparty, IIM will use its reasonable efforts to obtain best price and best execution and will take into account such relevant factors as (A) price, (B) the broker-dealer’s or counterparty’s facilities, reliability and financial responsibility, (C) the ability of the broker-dealer or counterparty to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and (D) the research, brokerage and other services provided by such broker-dealer or counterparty to IIM. Accordingly, IIM may cause the Account to pay a broker-dealer or counterparty that provides brokerage or research services (either directly or through third-party relationships) an amount of commission in excess of that which another broker-dealer or counterparty would have charged, if IIM determines in good faith that such commission is reasonable in relation to the value of brokerage or research services provided. Such services may include, but are not limited to, research reports on companies, industries, securities, economics and politics; economic and financial data; portfolio and performance analyses; financial publications and news sources; earnings forecasts; computer data bases; quotation equipment and services; trading-related services and software; and research- oriented computer hardware, software; and other services. These brokerage and research services may assist IIM in rendering services to other accounts and not all such services will necessarily be used in connection with the Account. In the event the Client directs IIM to execute trades through specific broker-dealers or counterparties, the Client should be aware that such directed brokerage transactions may cause the Account to receive different quantities of securities and incur transaction costs and commissions which may be higher than other clients of IIM. Should the Client direct IIM to execute trades through specific broker-dealers, the Client understands that it may be restricting IIM’s ability to negotiate as favorable a transaction price or commission rate as might otherwise be available and Client may also forego potential benefits from bunching or aggregating its orders with those of other accounts. The Client agrees to hold IIM harmless against all costs, liabilities and expenses arising from such brokerage direction. 

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(b.) Affiliated Broker-Dealers or Counterparties . The Client hereby authorizes IIM to use ING Investment Management Services LLC (“IIM Services”), or other registered broker-dealers or counterparties affiliated with IIM, to execute trades for the Account. In selecting one of these broker-dealers or counterparties, IIM will use the same criteria as it uses to select any other broker-dealer or counterparty. IIM will pay commissions from the Account pursuant to rates posted from time to time and disclosed to the Client. The Client may terminate such authorization at any time and without penalty upon written notice delivered to IIM. With respect to transactions subject to Section 11(a) of the Securities Exchange Act of 1934 and applicable rules thereunder, IIM shall use its best efforts to provide the Client with information on an annual basis disclosing the brokerage commissions, if any, retained by IIM’s affiliates in connection with transactions for the Account conducted on a securities exchange. 
(c.) Cross Transactions . Where permissible under applicable laws and regulations, IIM may engage in a cross transaction (whereby a security is purchased by one client account from another client account), provided that IIM believes such transaction is in the best interests of both accounts and IIM achieves best execution. 
9. Proxies . 
Unless otherwise agreed in writing, IIM shall be responsible for exercising any voting rights, consents, authorizations, elections or tender decisions, for securities held in the Account, provided that IIM timely receives proxies or similar materials relating to such securities. IIM may use an external service provider in fulfilling its obligations under this section. IIM will not advise or act for the Client in legal proceedings, including class action litigations and bankruptcies, involving securities purchased in the Account. 

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10. Cash Flow Notification . 
The Client agrees that prior to making additional deposits into or taking withdrawals, it (or the Custodian) will provide IIM with written notification to the designated Regional Account Manager or Client Service Manager no less than 48 hours in advance of such deposit or withdrawal. 
11. Fees . 
The compensation payable to IIM for the services rendered hereunder shall be calculated in accordance with the fee schedule as described in Schedule 4 attached hereto (“Fee Schedule”) and paid quarterly in arrears within 30 days of receipt of billing statement from IIM. The Client is responsible for verifying the accuracy of the fee calculation. 
12. Liability and Indemnification . To the extent permitted by applicable law, IIM shall not be liable for, and shall be indemnified and held harmless by Client against, any loss, liability or expense (including, but not limited to, reasonable counsel fees and expenses) arising out of any action taken or omitted to be taken by IIM, except for actions or omissions resulting from IIM’s gross negligence or bad faith. IIM shall have no liability to any person for the acts or omissions of any third party or for any losses related to the Account’s investment performance. 
13. Valuation . 
      In computing the market value of any security included in the Managed Assets: 

	(i)	each security listed on any national securities exchange, for which recent market quotations are readily available, shall be valued at the close of regular trading on the New York Stock Exchange (generally, 4 p.m. Eastern time) at the last reported sale price on the principal exchange on which such security is traded or, if there has been no recently reported sale, at the last reported bid price;	
	(ii)	unlisted securities shall be valued at the then-current quoted price;	
	(iii)	futures contracts will be valued based on closing settlement prices as reported on regulated futures exchanges, in accordance with accepted practices and applicable law and regulations;	
	(iv)	each short term or money market instrument shall be valued at the most current market price obtained from a vendor pricing service, or broker- dealer, or at the most current market price generated from an internal matrix which takes into consideration the type, quality, and maturity of each instrument and utilizes current interest rates obtained from a financial services vendor;	
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	(v)	each fixed income security shall be valued at the most current evaluated price provided by a vendor pricing service. Such prices are derived by the vendor using proprietary models and methodologies; fixed income securities that can not be priced in this manner shall be valued at the most current market price obtained from a broker-dealer or counterparty, or at the most current market price generated from an internal matrix which takes into consideration certain characteristics of fixed income securities and utilizes current interest rates obtained from a financial services vendor; and	
	(vi)	any other security or asset shall be valued in a manner determined in good faith by IIM to reflect its fair market value and such valuation shall be determinative; and	
	(vii)	in its sole discretion and in good faith, IIM may override a vendor or broker price of any security or asset to better reflect its fair market value.	

14. Representations and Warranties by the Client . 
The Client represents and warrants that: (i) the appointment of IIM is authorized by and does not violate any client agreement; (ii) the terms hereof do not violate any obligations of the Client, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action by the Client; (iv) when executed and delivered, this Agreement will be binding upon the Client in accordance with its terms; (v) the Client has delivered to IIM true and complete copies of all documents related to the administration of the Account and the Client will promptly deliver to IIM copies of all amendments or supplements to any such documents; (vi) the Client has delivered or will deliver, or cause to be delivered, in a timely manner to IIM the documents described in Schedule 5 attached hereto; (vii) the Client has received a copy of IIM’s Form ADV (Part II), Privacy Policy and Proxy Voting Policy; and (viii) the following Anti-Money Laundering Representations are true and accurate: 
Neither Client, nor any senior management of Client (director, executive officer or similar official), or any affiliate of the Client is included on either of the following lists: 

·	The U.S. Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions, based on U.S. foreign policy and national security goals (as such list is amended from time to time) (currently found at http://www.treas.gov.ofac ); or	
·	The list of individuals and groups with whom U.S. persons are prohibited from doing business because such persons have been identified as terrorists or persons who support terrorism pursuant to U.S. Executive Order 13224 (as such list is amended from time to time) (currently found at www.treas.gov/terrorism.htm l ).	

Client also represents and warrants that: (i) it is acting for its own account, risk and beneficial interest; (ii) it is not acting as agent, representative, intermediary/nominee or in any other similar capacity for any other person; (iii) no other person will have a beneficial or economic interest in the assets provided by Client to IIM for management; (iv) in its activities with IIM, it will not employ the services of a bank (a) with no physical presence in any country; (b) operating under a license that prohibits it from conducting a banking business with the citizens of the licensing country or in the currency of that country, or (c) operating under a license issued by a Non-Cooperative Country, as determined by the Financial Action Task Force (as of June 2003, the list of Non-Cooperative Countries includes Cook Islands, Egypt, Guatemala, Indonesia, Myanmar, Nauru, Nigeria, Philippines and the Ukraine); (v) to the best of Client’s knowledge and belief, the funds Client intends to transmit to IIM are not derived from any criminal enterprise or activity; and (vi) Client agrees to provide IIM with such information as it determines to be necessary and appropriate to verify compliance with anti-money laundering, anti-terrorism or similar regulations of any applicable jurisdiction or to respond to requests for information concerning Client’s identity from any governmental authority, self regulatory organization or financial institution in connection with its anti-money laundering, anti- terrorism or similar compliance procedures, and to update such information as necessary. 

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The Client further represents and warrants that the Client shall notify IIM if any of the above representations and warranties become inaccurate for any reason. 
15. Representations and Warranties by IIM . 
IIM represents and warrants that: (i) it is registered with the United States Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); (ii) this Agreement has been duly authorized by appropriate action by IIM; and (iii) when executed and delivered, this Agreement will be binding upon IIM in accordance with its terms. 
IIM shall operate in compliance in all material respects with all United States federal securities laws and other federal laws applicable to investment managers, including the Advisers Act. IIM shall comply with the Investment Guidelines in providing Investment Advisory Services and shall have no independent duty or responsibility to assure that investments permitted by the Client’s Investment Guidelines qualify as permitted investments under laws applicable to the Client. 
16. Termination . 
This Agreement shall continue in effect until terminated by either party. The Client may terminate the Agreement without penalty, within five (5) business days after having signed it. Subsequently, either party may terminate this Agreement upon not less than thirty (30) days’ written notice to the other stating the date of termination, subject only to settlement of any outstanding fees and the completion of any unfinished transaction binding on either party. All rights and obligations resulting from Sections 6, 12, 14 and 15 hereof shall be unaffected thereby and shall continue to be governed by this Agreement which shall survive with respect thereto. 
17. Assignment . 
No assignment, as that term is defined in the Advisers Act, shall be made by either party hereto without the consent of the other party.

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18. Notices . 
Except as otherwise provided, all notices and other communications hereunder shall be in writing and shall be sufficient if delivered by hand or if sent by telefax or mail, postage prepaid, addressed: 

	(i)	if to IIM:

ING Investment Management Co. LLC
One Orange Way
Windsor, CT 06095
Fax No. (860) 275-2158
Attention: Chief Compliance Officer
 
With a copy to:
 
ING Investment Management Co. LLC
230 Park Avenue
New York, NY 10169
Attention: General Counsel	

	(ii)	if to the Client:

HSRF Trust
3030 East Market Street 2nd Floor
York PA 17356
Attention: Shah Mathias	

The parties may by like notice, designate any future or different address to which subsequent notices shall be sent. Any notice shall be deemed given when received. 
19. Waivers; Amendments . 
No term or provision of this Agreement may be amended, supplemented, waived or modified except by an instrument in writing signed (i) in the case of waivers, by the party or other person against whom enforcement of the waiver is sought, or (ii) in the case of amendments, supplements or modifications, by all parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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20. Miscellaneous . 
This Agreement embodies the entire agreement and understanding between IIM and the Client and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of Connecticut to the extent not preempted by federal law. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context otherwise implies wherever found in this Agreement, and whether or not followed by the words “but not limited to”, the term “including” shall mean a partial list and shall not be interpreted to signify an all-inclusive list of the items that follow such term. The provisions of this Agreement are intended to be severable. If for any reason any provision in this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 
This Agreement may be executed in counterparts, each of which shall be deemed to be an original; such counterparts shall together constitute the entire Agreement. 

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.  

HSRF Trust	 	HSRF Trust	 	

 	 	 	 	 	 	
By:	/s/ Robert Holmes	 	By:	/s/ Shah Mathias	 	
 	(Signature)	 	 	(Signature)	 	
Name	Robert Holmes	 	Name 	Shah Mathias	 	
 	 	 	 	 	 	
Title 	Director	 	Title	CEO	 	

 	 	 	 	 	 	
ING INVESTMENT MANAGEMENT CO. LLC	 		 	
 	 	 	 	 	 	
By:	/s/ Eileen Madden	 	 		 	
 	 	 	 	 	 	
Name	Eileen Madden	 	 		 	
 	 	 	 	 	 	
Title 	SVP, Head of Client Service	 	 		 	

 

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SCHEDULE 1  

INVESTMENT STRATEGY AND GUIDELINES
 
Initial Funding: Approximately $ 700 Million  
 
INVESTMENT GUIDELINES: 
To be inserted

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SCHEDULE 2   
SECURITIES MANAGEMENT SERVICES
 
Pursuant to Section 2 of this Agreement, IIM shall provide the following Securities Management Services: 

1.	Settlement/Trustee Control - Daily coordination of any purchases or sales of securities with trustee or custodian, brokers and clearance bank. Confirmation of funds movements upon receipt/delivery of securities. Reconciliation of asset position between trustee or custodian and investment operations. 	

2.	Transaction Processing - Daily recording of individual security transactions on trade date.	

3.	Market Valuation of Assets - Assets priced in accordance with Section 13 for the limited purpose of keeping the Custodian apprised of IIM’s valuation of the Managed Assets and for calculating performance in accordance with Section 3.	

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SCHEDULE 3
  QUARTERLY PERFORMANCE REPORTS
 Pursuant to Section 3 of this Agreement, IIM shall provide the following reports on a calendar quarter basis:
 
Reports to be discussed and agreed upon  

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SCHEDULE 4  
FEE SCHEDULE  

1.	The compensation payable to IIM for the Investment Advisory Services and Securities Management Services rendered hereunder shall be calculated from and after the Effective Date on a calendar quarterly basis in arrears in accordance with the following formula:	

Annual Fee Schedule:
First $200 million at 8 basis points
Next $200 million at 6 basis points
Over $400 million at 4 basis points
Minimum annual fee $125,000 
Fee is calculated as follows: 
Basis Points x the Mean Market Value of Managed Assets x 1/4. Mean Market Value shall be defined as the market value of the Managed Assets as of the first and last day of the calendar quarter divided by 2. 
For the purposes of the foregoing formula, Market Value shall be determined in accordance with Section 13 of the Agreement.

2.	IIM will bill the Client for its fee.	

3.	With respect to any period during which the Agreement is not in full force and effect during the entire calendar quarter, the fee for such quarterly period shall be prorated.	

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