UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-54546
AMERI METRO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 45-1877342 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
2575 Eastern Blvd. Suite 102 York, Pennsylvania |
17402 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (717) 434-0668
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
Indicate the number of shares outstanding of each of the registrant’s classes of preferred stock and common stock as of the latest practicable date.
| Class | Outstanding at January 31, 2024 | |
| Preferred Stock, par value $0.00001 | 1,800,000 shares | |
| Class A Common Stock, par value $0.000001 | 3,284,000 shares | |
| Class B Common Stock, par value $0.000001 | 4,692,037,844 shares | |
| Class C Common Stock, par value $0.000001 | 191,051,230 shares | |
| Class D Common Stock, par value $0.000001 | 114,000,000 shares |
AMERI METRO, INC.
TABLE OF CONTENTS
April 30, 2023
INDEX
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AMERI METRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEE NOTE 1
1
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
SEE NOTE 1
2
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED APRIL 30, 2023 AND 2022
(Unaudited)
SEE NOTE 1
3
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SEE NOTE 1
4
AMERI METRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2023 and 2022
(Unaudited)
Note 1: Letter from Ameri Metro, Inc. CFO
April 16, 2024
To Whom this May Concern and for the Record:
Ameri Metro, Inc. (“ARMT”) Background:
ARMT filed its original S-1 on June 13, 2013. ARMT is an infrastructure company specializing in highly technical toll roads, bridges, high-speed rails, and ports. Since 2013, ARMT has solidified over 100 infrastructure contracts throughout the USA and the world. All these contracts will ultimately recognize well more than $1,000,000,000 each averaging approximately $20,000,000,000 each. All contracts ultimately benefit State or Federal agencies. ARMT has solidified funding of approximately $950,000,000,000 from large financial institutions. ARMT was formed to enhance the humanitarian crisis everywhere and fund governments whereby the projects are otherwise not affordable without raising taxes.
Personal Background:
My name is Phillip M. (“Marty”) Hicks, and I am the Co-Chief Executive Officer and Chief Financial Officer of Ameri Metro, Inc. My brief professional background is that I have more than 40 years’ experience and have served throughout the USA as a forensic accountant, one of the most accredited forensic accountants in America. I am a former Partner for Deloitte and a veteran professional Whistleblower for the Security Exchange Commission’s (“SEC”) program since its inception in August of 2011. With respect to White Collar crimes, I have assisted various U.S. Attorney’s offices and the local Federal Bureau of Investigation. I continue to work with former Federal agents. In this respect, I have extensive regulatory experience and have assisted with more than 50 Federal indictments including but not limited to; Robert Bandfield, Gregg Mulholland, Brian Sodi, Scott Key, Barry Honig and others.
Late Regulatory Filings:
We at Ameri Metro, Inc. are providing details resulting in our late filing of the following:
| ● | All 10-Q’s and the 10-K due since January 31, 2022 |
Ameri Metro, Inc. | 2575 Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com
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Even though we have adequate books and records for all periods questioned in the opinion of management, we are unable to file financial statements nor footnotes for these periods due to the following:
| 1. | A bogus lawsuit was filed before the financial periods in question by Andrew Lentz for more than $389,000,000. Mr. Lentz was a former consultant to a related entity of ARMT. Mr. Lentz was fully aware that this bogus lawsuit would cause significant damages to ARMT including, but not limited to, not being able to meet its financial reporting requirements. To date, his strategy has worked. |
| 2. | Andrew Lentz boasted to many ARMT affiliates about “blowing the whistle” on ARMT to the SEC. In fact, the SEC indeed accepted the Lentz TCR (complaint) and acted upon it by opening an investigation and issuing questionnaires to all but a few ARMT Stock Class B shareholders. Only an insider such as Andrew Lentz was privy to that very private information. ARMT is currently supporting a lawsuit against Lentz and the SEC on behalf of our Class B shareholders for violations of personal privacy, fraud and extortion. In that regard, Lentz was not in a position to file a lawsuit of this magnitude, notably having filed personal bankruptcy three times, thus fraudulent. |
| 3. | Even though Andrew Lentz clearly made materially false statements to a Federal agency (i.e. the SEC) causing serious damages to ARMT, the SEC has not pursued, to our knowledge, a criminal complaint against him via the Department of Justice. In fact, the SEC continues to pursue de-registration of ARMT regardless of merit. |
| 4. | The SEC has not issued its final position on accounting for digital currencies. The proposed SEC position remains in direct conflict with GAAP standards and the AICPA’s proposals. We agree with the AICPA’s position because the SEC’s position opens the door to massive financial statement manipulations. |
If these matters remain outstanding and the SEC continues its course of action against ARMT, we have no choice but to do the following or any combination thereof to protect our interests:
| ● | File a complaint in Federal Court against the SEC and Andrew Lentz for numerous allegations involving damages of more than $1,000,000,000. |
| ● | Immediately tokenize ARMT so that the company is no longer regulated by the SEC because the company will no longer have equity positions. |
| ● | File our complaint against Andrew Lentz for consideration to the US Attorney’s office in Pennsylvania. |
We sincerely hope this clarifies our inability to meet our regulatory filing requirements, several of which are directly a consequence of SEC negligence.
| Very Truly, | |
| /s/ Phillip M. Hicks. |
Phillip M. (“Marty”) Hicks, Co-CEO, CFO
Cc: Resnick & Louis
Ameri Metro, Inc. | 2575 Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com
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Item 2,
Item 3 and
Item 4
SEE NOTE 1
7
PART II - OTHER INFORMATION
Item 1,
Item 1A,
Item 2,
Item 3,
Item 4 and
Item 5
SEE NOTE 1
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Item 6. Exhibits.
See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
Exhibit Index
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| * | Filed herewith |
| ** | To be filed |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERI METRO, INC. | ||
| Date: April 17, 2024 | By: | /s/ Phillip M. Hicks |
| Phillip M. Hicks | ||
| Co-CEO and CFO | ||
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