UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
October 29, 2021
AMERI METRO, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-54546 | 45-1877342 |
| | |
(State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2575 Eastern Blvd., Suite 102, York, PA 17402
(Address of principal executive offices)
717-434-0668
(Registrant's telephone number, including area code)
___N/A___
(Former Name or former address if changed from last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock | | ARMT | | N/A |
Explanatory Note
This form was amended by changing the Purchase Price and by changing the Assignment Agreement to a Purchase Agreement.
Item 1.01 Entry into Definitive Material Agreement.
On October 29th, 2021, Jewel’s Real Estate 1086 MASTER LLLP, a Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company established in 2021 (together, “Seller”), and Ameri Metro, Inc., a Delaware company established in 2011 (“Buyer”), entered into a Real Property’s Purchase of Development Rights and Sale Agreement (the “Agreement”). Pursuant to the Agreement, Seller provided Buyer all rights to develop and acquire easements and other rights that relate to certain real property consisting of 4,443 single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres for development of public schools, 20 acres for construction of civic buildings, and land for construction of sewer treatment facilities, located in California (the “Property”).
The purchase price for the Property (the “Purchase Price”) was Five Hundred Forty-One Million Three Hundred Sixty-Nine Thousand and 00/100 Dollars ($541,369,000.00). On November 23, 2021 the Agreement was amended, reducing the Purchase Price to Three Hundred Million and 00/100 Dollars ($300,000,000.00). Pursuant to this Agreement, Buyer paid to Seller an Option Fee of Thirty Million Dollars ($30,000,000.00) in the form of Ameri Metro, Inc. class B shares (6,383 shares) for a negotiated price of $4,700 per share. The Agreement was undertaken at arm’s length
Further to the Agreement, an Assignment Agreement was entered into on October 29, 2021, by and between Buyer and Malibu Homes, Inc.. For further clarity, this Assignment Agreement was terminated, and replaced by a Letter of Agreement on December 14, 2021. Buyer and Malibu Homes, Inc. are related entities. Buyer owns a 25% non-controlling interest in Malibu Homes, including a right to receive 25% of the income and losses from Malibu Homes’s operations. Malibu Homes will provide residential home building services.
Per the Letter of Agreement, Ameri Metro, Inc. sold all its rights, title and interest, together with all its obligations and duties under the Agreement to Malibu Homes, Inc. for the sum of Seven-Hundred Twenty-Two Million, Seven-Hundred Thirty-Eight Thousand Dollars ($722,738,000.00), to be paid in the form of consumptive use Tokens @ $180,000 price per token, and the tokens are used as defined in W.S.34-29 106(g)(ii), not as a financial investment as defined in W.S34-29-106(g)(V). The tokens are called Ameri Coin, developed by Ameri Metro Infrastructure Cryptocurrency, Inc.
Ameri Metro, Inc. and Malibu Homes, Inc. accepted this Letter of Agreement on December 14, 2021, and agreed to all terms and conditions, rights, and obligations.
Jewel’s Real Estate 1086 MASTER LLLP is owned by the daughter of the CEO, Chairman and Founder of Ameri Metro, Inc.
Ameri Metro, Infrastructure Cryptocurrency Inc. is owned by the CEO, Chairman and Founder of Ameri Metro, Inc.
Ameri Metro, Inc. management has determined that acquisition of the Property does not constitute a business under S-X 3-05 and Item 2.01 of Form 8-K with reference to S-X 11-01(d)
nor does the asset acquisition meet the business criteria under ASC-MG and ASC 805 for accounting purposes. Therefore, no historical financial statements are required to be provided.
The Letter of Agreement between Ameri Metro, Inc. and Malibu Homes, Inc. is a related party transaction.
Item 9.01 Financial Statements and Exhibits.
10.1 Amendment to Real Property’s Purchase of Development Rights and Sale Agreement
10.2 Termination of the Assignment Agreement
10.3 Letter of Agreement
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 hereunto duly authorized.
December 15, 2021
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| | Ameri Metro, Inc. /s/ Robert Choiniere —————————————— By: Robert Choiniere Title: Chief Financial Officer | |
