Ameri Metro, Inc. (ARMT) 10-Q 2022 Q2 Quarterly report

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 January 31, 2022

☐ 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 211 York, Pennsylvania	17402
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 434-0668

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 ☐

1

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 March 17, 2022
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	4,289,637,844 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

2

AMERI METRO, INC.

TABLE OF CONTENTS

January 31, 2022

INDEX

	Page
PART I – FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of January 31, 2022 (unaudited) and July 31, 2021 (audited)​​	F-1
Condensed Consolidated Statements of Operations for the Three and Six Months ended January 31, 2022 and 2021 (unaudited)​​	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity / (Deficit) for the Six Months ended January 31, 2022 and 2021 (unaudited)​​	F-3
Condensed Consolidated Statements of Cash Flows for the Six Months ended January 31, 2022 and 2021 (unaudited)​​	F-4
Notes to Condensed Consolidated Financial Statements (unaudited)​​	F-5

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1.Legal Proceedings	17
Item 1A.Risk Factors	17
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.Defaults Upon Senior Securities	17
Item 4.Mine Safety Disclosures	17
Item 5.Other Information	17
Item 6.Exhibits	17
Signatures	18

3

AMERI METRO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	31-Jan-22			31-Jul-21
Assets
Current assets
Cash	$	492		$	4,838
Total Current Assets	$	492		$	4,838
Funding receivable		10			10
Master consulting fee		0			0
Office equipment, net		0-			0-
Honduras joint venture		60,004,400			0-
Crypto Assets		593,060,350			0-
Total Assets	$	653,065,252		$	4,848
Accounts payable and accrued expenses	$	3,064,182		$	2,587,816
Accrued expenses - related parties		1,254,562			1,252,571
Accrued compensation expenses - related parties		55,081,831			54,881,206
Loans payable - related parties		520,586			378,216
Bond indenture obligation		10			10
Deferred revenues		0			0
Trust liability		30,000,000			0-
Total Liabilities	$	89,921,172		$	59,099,819
Commitments and contingencies
Stockholders' Equity / (Deficit)
Preferred stock, par value $.000001, 200,000,000 shares authorized, 1,800,000 shares issued and outstanding		2			2
Common stock class A, par value $.000001, 7,000,000 shares authorized, 3,284,000 (2021 - 1,684,000) shares issued and outstanding		3			1
Common stock class B, par value $.000001, 10,000,000,000 shares authorized, 4,289,637,844 shares issued and outstanding		4,290			4,290
Common stock class C, par value $.000001, 8,000,000,000 shares authorized, 191,051,320 shares issued and outstanding		191			191
Common stock class D, par value $.000001, 8,000,000,000 shares authorized, 114,000,000 shares issued and outstanding		114			114
Additional paid in capital		247,468,006,817			247,303,957,909
Stock subscription receivable		(247,297,597,000	)		(247,297,597,000	)
Accumulated deficit		392,729,663			(65,460,478	)
Total Stockholders' Equity / (Deficit)	$	563,144,079		$	(59,094,971	)
Total Liabilities and Stockholders' Equity (Deficit)	$	653,065,252		$	4,848

See accompanying notes to condensed consolidated financial statements (unaudited).

F-1

AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended January 31, 2022			Three months ended January 31, 2021			Six months ended January 31, 2022			Six months ended January 31, 2021
Operating Expenses
General & administrative	$	442,592		$	2,857,140		$	164,872,618		$	5,591,264
Total Operating Expenses		442,592			2,857,140			164,872,618			5,591,264
Loss From Operations	$	(442,592	)	$	(2,857,140	)	$	(164,872,618	)	$	(5,591,264	)
Other Income (Expense)
Interest expenses		(1,790	)		(484	)		(1,990	)		(1,284	)
Gain on settelement of debt		0-			(2,450	)		0-			(2,450	)
Other income - common control / related party transaction		323,064,749			0-			323,064,749			0-
Grant income - related party		300,000,000			0-			300,000,000			0-
Total Other Income	$	623,062,959		$	(2,934	)	$	623,062,759		$	(3,734	)
Net Income / (Loss)	$	622,620,366		$	(2,860,074	)	$	458,190,141		$	(5,594,998	)
Net Income / (Loss) Per Share - Basic & Diluted	$	0.14		$	(0.00	)	$	0.10		$	(0.00	)
Weighted Average Common Shares
Outstanding - Basic & Diluted		4,596,373,164			3,607,150,000			4,597,590,555			3,510,739,000

See accompanying notes to condensed consolidated financial statements (unaudited).

F-2

AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

FOR THE SIX MONTHS ENDED JANUARY 31, 2022 AND 2021

(Unaudited)

	Preferred Stock			Common Stock Class A			Common Stock Class B			Common Stock Class C			Common Stock Class D				Additional Paid in Capital			Stock Subscription Receivable			Accumulated Deficit
	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount											Total
Balance - August 1, 2020​​	1,800,000	$	2	1,684,000	$	2	2,939,018,899	$	2,939	145,045,680	$	145	96,000,000	$	96.00	$	237,463,587,140		$	(237,457,597,000	)	$	(59,311,348	)	$	(53,318,024	)
Stock-based compensation​​	-		-	-		-	-		-	-		-	-		-		106			-			-			106
Issuance of Class B shares at par​​	-		-	-		-	400,000,000		400	-		-	-		-		(400	)		-			-			-
Issuance of Class C shares at par​​	-		-	-		-	-		-	23,000,000		23	-		-		(23	)		-			-			-
Issuance of Class C shares at par​​	-		-	-		-	-		-	23,000,000		23	-		-		(23	)		-			-			-
Shares issued to officers for cash​​	-		-			-	2,400,000		2	-		-	-		-		9,839,999,998			(9,840,000,000.00	)		-			-
Conversion of shares for debt​​	-		-			-	-		-	5,640		-	-		-		339,579			-			-			339,579
Net loss	-		-	-		-	-		-	-		-	-		-		-			-			(5,594,998	)		(5,594,998	)
Balance - January 31, 2021​​	1,800,000	$	2	1,684,000	$	2	3,341,418,899	$	3,341	191,051,320	$	191	96,000,000	$	96	$	247,303,926,377		$	(247,297,597,000	)	$	(64,906,346	)	$	(58,573,337	)

	Preferred Stock			Common Stock Class A			Common Stock Class B			Common Stock Class C			Common Stock Class D				Additional Paid in Capital		Stock Subscription Receivable			Accumulated Deficit
	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount	Shares		$ Amount										Total
Balance, August 1, 2021​​	1,800,000	$	2	1,684,000	$	1	4,289,637,844	$	4,290	191,051,320	$	191	114,000,000	$	114	$	247,303,957,909	$	(247,297,597,000	)	$	(65,460,478	)	$	(59,094,971	)
Stock-based-compensation​​	-		-	1,600,000		2	-		-	-		-	-		-		164,048,908		-			-		$	164,048,910
Net Income	-		-	-		-	-		-	-		-	-		-		-		-			458,190,141		$	458,190,141
Balance, January 31, 2022​​	1,800,000	$	2	3,284,000	$	3	4,289,637,844	$	4,290	191,051,320	$	191	114,000,000	$	114	$	247,468,006,817	$	(247,297,597,000	)	$	392,729,663		$	563,144,079

See accompanying notes to condensed consolidated financial statements (unaudited).

F-3

AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months ended 31-Jan-22			Six Months ended 31-Jan-21
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	458,190,141		$	(5,594,998	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		0-			207
Stock-based compensation		164,048,910			106
Other income - common control / related party transaction		(323,064,749	)		0-
Grant Income - related party		(300,000,000	)		0-
Change in operating assets and liabilities:
Prepaid expense and deposits		0-			34,940
Accounts payable and accrued expenses		476,338			469,808
Accounts payable and accrued expenses – related parties		1,990			(676	)
Accrued compensation expenses – related parties		200,654			4,705,654
Cash flows used in operating activities	$	(146,716	)	$	(384,959	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans		142,370			367,975
Repayment of related party loans		0-			(11,410	)
Cash flows provided by financing activities	$	142,370		$	356,565
NET DECREASE IN CASH		(4,346	)		(28,394	)
CASH, BEGINNING OF YEAR		4,838			28,396
CASH, END OF PERIOD	$	492		$	2
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0-		$	0-
Income taxes paid	$	0-		$	0-
NON CASH INVESTING AND FINANCING TRANSACTIONS:
Settlement of Related Party Debt for Equity	$	0-		$	339,515
Investment in Honduras Joint Venture		60,004,399			0-
Digital Assets - Grants		300,000,000			0-
Digital Assets - Settlement of Liabilities - Related Party		270,000,000			0-
Digital Assets - Received from Malibut Homes - Related Party		722,737,800			0-
Digital Assets - Payment to Third Party for Honduras Joint Venture		53,940,000			0-
Share Financing from Trust - Related Party	$	30,000,000		$	0-

See accompanying notes to condensed consolidated financial statements (unaudited).

F-4

AMERI METRO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2022 and 2021

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects. The Company initially intends to develop a Midwest high-speed rail system for passengers and freight.

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

Grant Package:

On November 30, 2021, Global Infrastructure Finance and Development Authority (a related party) approved $300,000,000 in Ameri Coin and $300,000,000 in Crypto Infrastructure Bond as a first draw on a $1B grant package. The $300,000,000 in Ameri Coin transferred to the Company generated “Grant Income” from a related party where Shah Mathias on the date of the transaction was the 100% owner of Global Infrastructure Finance and Development Authority. The Company used $270,000,000 of the Ameri Coin grant to settle $270,000,000 liability associated with the October 29, 2021 acquisition of the residential and commercial property in California. The grants would thereafter be used toward other economic development opportunities world-wide.

El Coray Independent Transaction:

On December 12, 2021, Momentum Economic Development Corporation (“Seller”), Natural Resources, LLC and the Company (together, “Buyer”) entered into a Letter of Agreement. The Seller agreed to sell and Buyer agreed to buy the certain project known as El Coray. El Coray is a natural resources project in the country of Honduras, Inocente de Los Dolores Lopez Melespin.id # 0890-1989-00001 within the Agua Fria and Ulua Olancho Oil basins, consisting of 44 square miles of real property having natural resources comprised of iron ore, oil, and gas together with all other minerals and aggregates.

The purchase price for the Property’s development rights and use rights of unlimited extraction of all minerals and unlimited air rights pursuant to Honduras land use rights is $90,000,000. Natural Resources, LLC paid a purchase price consideration in the form of class B stock of Ameri Metro, Inc. at $4,720 per share, totaling $29,995,600.00. In addition, Ameri Metro, Inc. paid to the Seller the remaining balance of $60,004,400.00 in the form of consumptive use tokens known as AMERI COIN developed pursuant to state of Wyoming USA law known as W.S.34-29-106 (c) (g) (ii) (g) (v). Each token is priced @180,193.3933, for a total of 333.00 Block chain tokens.

The Honduras land use rights is an arm’s length transaction with an independent third-party based on the information available.

Ameri Metro, Inc. owns a 25% non-controlling interest in Natural Resources, LLC, including a right to receive 25% of the income and losses from Natural Resources, LLC operations. Natural Resources, LLC provides oil, gas, and mineral extraction, timber harvesting, agricultural and related food production services.

The Company’s management has determined that on the acquisition date, 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.

California Real Estate Transaction between Entities under Common Control:

On December 14, 2021, the Company entered into a “sale agreement” with Malibu Homes, Inc. The Company’s CEO Mr. Shah Mathias controls Ameri Metro by his overall shareholdings on this date and he also controls Malibu Homes, Inc. Mr. Shah Mathias negotiated the deal on behalf of the Company and Malibu Homes. The contract asset was sold to Malibu homes for a price of $722,738,000. The Company has an equity investment of 25% in Malibu Homes, Inc. The transaction is not at arms-length with two entities under common control by Mr. Shah Mathias and is a related party transaction.

F-5

Master Indenture Barter Agreements:

On January 17, 2021, the Company through 19 entities has signed agreements to complete $454,880,242,400 in financings for approximately 98 individual infrastructure and related projects. The financings have not been completed so there is no impact on the condensed consolidated financial statements as of and for the six months period ended January 31, 2022.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the unaudited interim condensed consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited interim condensed consolidated statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2021 as reported in Form 10-K, have been omitted.

Principles of Consolidation and Investments

The condensed consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation.

The financial position, results of operations and cash flows as of and for the period reported include the results of operations for Ameri Metro and GTI.

The Company accounts for all investments where it has significant influence over the investee and related ownership of greater than 20% and less than 50% ownership. The Company evaluates all investees to determine if they are considered variable interest entities. The Company does not believe it has any variable interest entities where it is the primary beneficiary of the investee, nor is the Company required to absorb or guarantee debt obligations and net losses of any of its investees as of January 31, 2022.

Participating Profits Interest

As at January 31, 2022 and 2021, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder, Chairman of the Board of Directors and Chief Executive Officer. These entities have had no operations and as of January 31, 2022 and 2021, the Company’s participating profits interest in these companies was $0.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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.

F-6

Income (Loss) Per Share

Basic loss per share is calculated by dividing the Company’s net income (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 period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to income and loss for the periods ended January 31, 2022 and 2021, respectively, the outstanding options are anti-dilutive. As a result, the computations of net loss per common shares is the same for both basic and fully diluted common stock. Potentially dilutive securities, which includes 24,240,000 and 10,890,000 stock options as at January 31, 2022 and 2021, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive, especially in 2022 they would have increased earnings per share.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this update should be applied under a modified retrospective approach. The new standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management does not plan to early adopt this guidance. The Company’s only lease as at August 1, 2019 is a month-to-month rent agreement for office space. The month-to-month rent agreement is considered a lease with a term of 12 months or less. As the leases standard does not require lessees to apply the guidance to arrangements with a lease term of 12 months or less, the Company expects the new standard to have no material impact on its condensed consolidated financial statements.

Recent Accounting Guidance Not Yet Adopted

Accounting for Income Taxes

In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for us beginning in the third quarter of fiscal 2022, with early adoption permitted. We are still evaluating the impact this guidance will have on our condensed consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements, to make incremental improvements to U.S. GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update will be effective for us beginning with fiscal year 2021, with early adoption permitted. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update is not expected to have a material impact on our condensed consolidated financial position and results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 2 – GOING CONCERN

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception, management’s business strategy involves commencing development of various economic development projects and closing of acquisitions that are expected to be profitable subject to the availability of financing to make these projects and acquisitions commercially successful. The net income generated in the six months ended January 31, 2022 will not provide any cash flows to the Company at this time in the future since the Company recorded non cash grant income and increase in valuation of real estate sold from one related entity under common control to another related entity under common control. 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.

F-7

NOTE 3 – HONDURAS JOINT VENTURE

The December 12, 2021, Honduras joint venture was recorded at the $60,004,400 cost attributable to the Company. The Company will record the profit and losses generated from this date forward. As of January 31, 2022, there were not profit or losses to be recorded from the Honduras joint venture. Management has obtained a third party appraisal that determines that the property rights are appropriately valued as of January 31, 2022. Management will vigorously analyze the Honduras joint venture for impairment on a quarterly and annual basis as required by ASC 350 Intangibles – Goodwill and Other.

The Company’s management has determined that acquisition of the property rights acquired to capitalize the joint venture 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.

NOTE 4 – SALE OF CONTRACT ASSET BETWEEN ENTITIES UNDER COMMON CONTROL

On October 29^th, 2021, Jewel’s Real Estate 1086 MASTER LLLP Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company (together, “Seller”) established in 2021, and Ameri Metro, Inc., a Delaware company (“Buyer”) established in 2011 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”) is $300,000,000. Pursuant to this Agreement, Buyer paid to Seller an Option Fee in the form of shares of stock of Ameri Metro, Inc., equal to $30,000,000 in the form of class B shares (6,383 shares) for a negotiated price of $4,700 per share. The class B shares were loaned to the Company from Ameri Metro Inc. Trust.

Jewel’s Real Estate 1086 MASTER LLLP is owned by the daughter of the CEO, Chairman and Founder of Ameri Metro, Inc.

The Company’s 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.

Until the deed of trust is transferred from Jewel Real Estate 1086 MASTER LLLP to Ameri Metro, Inc., management will treat the contractual assets transferred as an indefinite life intangible asset, subject to annual impairment analysis. Upon transfer of the deed of trust to Ameri Metro, Inc. management will fully conduct a thorough accounting of the assets transferred in accordance with U.S. GAAP.

Effective October 29^th, 2021, the Company terminated the assignment agreement to Malibu Homes, Inc.

On December 14, 2021, the Company and Malibu Homes, Inc. agreed on the purchase and sale of the Property.

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 $722,738,000, 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.

The Company is in the business of earning consulting fees for general contracting and construction management services for the completion of infrastructure and construction projects and is not in the business of purchasing and selling real estate. Malibu Homes, Inc. is in the business of developing property.

The Company has concluded that since its an asset purchase not in the normal course of its operations that the increase in the fair value of the Property should be recorded as other income.

F-8

NOTE 5 – DIGITAL OR CRYPTO ASSETS

The Company received and paid the following crypto assets from related and to third parties during the six months ended January 31, 2022.

The following is the summary of the transactions for the AMIC Coin:

Date	Quantity			Coin Price		Cost Basis			Transaction
11/30/2021		2,000		$	150,000	$	300,000,000		Grant Package
11/30/2021		(1,800	)		150,000		(270,000,000	)	Grant Package
12/14/2021		4,015			180,000		722,737,800		California Real Estate Malibu Homes
12/16/2021		(333	)	$	161,982		(53,940,000	)	Honduras Joint Venture
1/31/2022							(105,737,450	)	Equity interco adjustment
		3,882				$	593,060,350

The AMIC Coins are currently not liquid and do not have any confirmed third party purchases as of January 31, 2022.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES

As of January 31, 2022, $55,081,831 (July 31, 2021 - $54,881,206) is accrued in relation to various employment agreements, directorship agreements and audit committee agreements.

To enhance disclosures although not required under US GAAP, as the balances and transactions are already disclosed throughout this Form 10-Q, or have not materially changed since our July 31, 2021 Form 10-K. The Company has summarized the related party balances as of January 31, 2021 and July 31, 2021 and the transactions between related parties recorded for the six months ended January 31, 2022 and 2021 below:

Balance Sheet	31-Jan-22		31-Jul-21
Accrued Interest - Related Parties	$	4,496	$	2,505
Accrued Consulting Fees - Related Parties		1,249,006		1,249,006
Due to related parties		1,060		1,060
Accrued Compensation - Audit Committee		1,530,000		1,530,000
Accrued Compensation - Officers and Directors		49,949,059		49,949,059
Total	$	52,733,621	$	52,731,630

Statement of Operations	31-Jan-22			31-Jan-21
Share Based Compensation - Shares issued to CEO	$	164,048,910		$	0-
Share Based Compensation - Stock Based Options issued to Officers and Directors		8,522			0-
Officer Salaries		0-			2,600,106
Director		0-			975,000
Audit Committee		0-			180,000
Majority Shareholder		0-			750,000
Other Income - Common Control / Related Party Transaction		(323,064,749	)		0-
Grant Income - Related Party		(300,000,000	)		0-
Total	$	(459,007,317	)	$	4,505,106

F-9

NOTE 7 – LOANS PAYABLE – RELATED PARTY

As of January 31, 2022, $520,586 (July 31, 2021 - $378,216) is due to the majority shareholder as he paid expenses on behalf of the Company. The amount is unsecured, bears interest at 1% per annum and is due on demand.

NOTE 8 – CAPITAL STOCK

On September 13, 2021, the Company issued 1,600,000 Class A shares to its Founder, Chairman and CEO, which recorded as compensation expense in the consolidated statements of operations.

NOTE 9 – STOCK OPTIONS

On March 8, 2016, the Company adopted a stock option plan named 2015 Equity Incentive Plan, the purpose of which is to help the Company secure and retain the services of employees, directors and consultants, provide incentives to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock.

During the three months ended January 31, 2022 and 2021, the Company recorded stock-based compensation of $0- and $46 on the consolidated statement of operations for all stock based compensation.

During the six months ended January 31, 2021 and 2021, the Company recorded stock-based compensation of $164,048,909 and $106 on the consolidated statement of operations for all stock based compensation.

On June 12, 2019, the Company amended Equity Incentive Plans, Subscription Agreements and Equity Agreements so that options issued after June 12, 2019 would have a strike price equal to the market price at that grant date.

	31-Jan-22		31-Jan-21
Total Shares Outstanding		2,000,000		2,000,000
Total Shares Exercisable		2,000,000		2,000,000
Total Shares and Options Outstanding		26,240,000		12,890,000
Total Shares and Options Exercisable		24,040,000		8,400,000

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Number of Options	Weighted Average Exercise Price $		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value $
Outstanding, July 31, 2021	10,890,000	$	134.82	30.00	$	-
Granted	0-		0-	-		-
Exercised	0-		0-	-		-
Outstanding, January 31, 2021	10,890,000	$	134.82	30.00		0-
Exercisable, January 31, 2021	6,400,000	$	189.43	30.00	$	-
Outstanding, July 31, 2021	21,630,000	$	637.76	19.65	$	0-
Granted	2,610,000	$	4,566.00	30.00		0-
Exercised	0-	$	0-	-		0-
Outstanding, January 31, 2022	24,240,000	$	1,060.72	20.76	$	0-
Exercisable, January 31, 2022	22,040,000	$	1,114.26	20.76	$	-

At January 31, 2022, there was $166 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Plan. There was nil intrinsic value associated with the outstanding stock options at January 31, 2022.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Related and Non-related Party Agreements

The Company has entered into agreements with related and non-related parties for identified projects. As of January 31, 2022 and through March 17, 2022, the Company has no commitments or obligations under these agreements due to lack of financing and the need for a feasibility study before each project is begun. The Company will be committed to perform agreed upon services once feasibility study is complete and financing is available.

F-10

Employee Agreements

The Company has entered into material agreements with its Officers and Directors for more information on these contracts please see the Company’s July 31, 2020 Form 10-K.

As of January 31, 2022 and July 31, 2021, total accrued compensation expenses to related parties related to the above employment agreements were $55,081,831 and $54,881,206, respectively. As of January 31, 2022 and July 31, 2021, the Company has accrued payroll taxes of $1,564,958 and $1,540,815, respectively, related to the accrued compensation expenses.

Operating Lease

On April 30, 2014, the Company terminated its existing office space lease, and entered into a new month-to-month rent agreement for office space. The new agreement which commenced on November 1, 2015, calls for monthly rent payments of $1,440. The terminated lease agreement has not been resolved as to payment of existing amounts due or as to any early termination fees. According to the lease agreement, the Company’s unpaid rental balance shall bear interest until paid at a rate equal to the prime rate of interest charged by the M&T Bank, plus 2 percent. Late payment charge is $25 per day beginning with the first day following the due date. As of January 31, 2022, and July 31, 2021, the Company recorded accrued interest and late fee of $170,060 and $163,389, respectively.

Legal Proceedings

On September 14, 2017, the Company received a letter from Zimmerman & Associates, on behalf of J. Harold Hatchett, III and Ronald Silberstein, claiming breach of contract, wrongful termination, and wrongful violations of the Business Corporations Act, and knowingly inaccurate SEC Reporting against the Company and the board of directors. The Company plans to work amicably to come to a settlement. As of January 31, 2021 and July 31, 2020, the Company has accrued $1,263,870 and $1,295,120 in salaries for each of J. Harold Hatchett III and Ronald Silberstein, respectively for each period.

The Company received a lawsuit on June 13, 2017 by Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff (the “Plaintiff Estate”). The Plaintiff Estate asserted a claim for $50,000 and 11,000 common class “B” shares of the Company relating to shares and accrued stipend beginning 2015. The Company, in 2015, had previously booked the liability of $50,000 without interest accruing and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. Company anticipates paying the $50,000 when the Company raises capital.

NOTE 11 – INCOME TAXES

At January 31, 2022 and July 31, 2021, the Company’s deferred tax assets consisted of principally net operating loss carry forwards. The material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the financial statements consisted of accrued expenses and the change in the valuation allowance during the applicable period. The Company has recorded a 100% valuation allowance as management is uncertain that the Company will realize the deferred tax assets.

The Company has filed its federal and state tax returns for the year ended July 31, 2021 and has filed its federal and state tax returns for the year ended July 31, 2021. The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of January 31, 2021, the Company had approximately $10.9 million of federal and state net operating losses that may be available to offset future taxable income. The net operating loss carryforwards will begin to expire in 2021 unless utilized.

The tax years 2013 to 2021 remain open to examination by the major taxing jurisdictions to which the Company is subject.

NOTE 12 – SUBSEQUENT EVENTS

We have evaluated subsequent events through March 17, 2022, the date on which the accompanying condensed consolidated financial statements were available to be issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosures in the notes thereto, except as follows:

On March 8, 2022, the Company’s CEO previously holding and owning 75% equity interest in each such named entity below, has reduced his 75% stock ownership to 50% stock ownership, and transferred the 50% of stock he currently owns to Mr. Todd Owen, who shall now and as of this date hereby own 50% of the stock in all such listed entities as listed herein this filing.

The purpose of the Collaboration Agreement was to provide funding for projects, and for Mr. Mathias and Mr. Owen to each have 50% ownership, as a result of the Collaboration Agreement. Ameri – Metro will still maintain its profit in interest to receive expected profits and losses in the 20 equity investment entities, it will simply not maintain ownership in these entities.

F-11

On March 9, 2022, the Company gave notice to all of its Class B stockholders that the Company is facilitating, in good faith and trust, on behalf of certain qualifying Class B shareholders, an agreement to sell their shares to a third party. Electing shareholders shall each receive an initial payment of $50,000, and additional payments of $100,000, each 120 days until such time as their share price of $4,720.00 per share is paid in full. Partial payments of the amounts above shall be made where the aggregate purchase price is less than any such payment. The Company will not receive any fee for this arrangement.

F-12

 

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

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying unaudited consolidated financial statements and provides additional information on the Company’s businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.

Forward-Looking Statements

Except for the historical information contained herein, this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements concerning: our business strategy; liquidity and capital expenditures; future sources of revenues and anticipated costs and expenses; and trends in industry activity generally. Such forward-looking statements include, among others, those statements including the words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or similar language or by discussions of our outlook, plans, goals, strategy or intentions.

Our actual results may differ significantly from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, and uncertainties, that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements.

The forward-looking statements we make in this Quarterly Report are based on management’s current views and assumptions regarding future events and speak only as of the date of this report. We assume no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission.

BUSINESS

The Business

Ameri Metro, Inc. (“Ameri Metro” and the “Company”) is multifaceted emerging growth critical infrastructure and economic development company. Company under the master construction agreement with related and non-related parties has over $510 Billion (USA) in construction contracts and or agreement/MOUs to construct projects, for various governments and states throughout the United States of America and Africa. Under an agreement with Bayelsa Oil Company (a State-owned company), the Company’s related entity holds rights to extract 70 million barrels of oil.

The Company and the 20 related entities were formed to engage primarily in High-Speed Rail for passenger, freight transportation, and ancillary infrastructure projects such as inland ports, deep water sea ports, airports, airline, toll roads, toll bridges, energy, utilities, power grid, telecommunications, technologies, housing, insurance services, media, and as mortgage banker for infrastructure projects and related transportation projects. In 2021, the Company’s management has completed a third party valuation of the 20 entities which was based on projected discounted net income (Level 3). The resulting Level Three fair value is provided later in this section and totals $5,832,773,150,661 Management has not recorded the fair value in the condensed consolidated financial statements.

The Company, and its wholly owned subsidiary Global Transportation and Infrastructure, Inc., plan to use Private Public Partnerships (“PPP”) for funding of infrastructure projects and transportation projects. The Company is a conduit to provide general contracting services for infrastructure projects and transportation projects. As a conduit we identify infrastructure projects for both private and public end users. The Company will bring together private and public entities, the end users, including the affiliate entities to organize the revenue bond offering, which will be the private debt vehicle to build the infrastructure project for the end user. The Company’s ultimate role is providing general contracting services and construction management services for the private and public entities. The Company was incorporated in the State of Delaware and merged with Ameri Metro 2010 on June 12, 2012.  

In the United States, the Company via its related entities, initially intends to develop a Midwest high-speed rail system for passengers and freight.   These initial planned activities are “ATFI Roadway” and “Port Trajan”, a northeast freight corridor.

In Africa, the Company has a binding memorandum of understanding to develop a high-speed rail system for passengers and freight, and an agreement to extract 70 million barrels of oil.

13 

Since its incorporation, the Company has developed its business plan, appointed officers and directors, engaged initial project consultants, and had meetings with certain agencies and groups related to potential future projects as disclosed in the “Current Potential Projects” section of the Company’s July 31, 2021 Form 10-K.

The Company Founder and CEO Shah Mathias, has organized and established three related non-profit corporations and is an independent consultant of a fourth non-profit (ATFI) for the purpose of funding current potential projects of the Company identified by Transportation Economics Management Systems (TEMS). TEMS, a transportation/rail/sea vessel consulting firm working for and with the Company has completed preliminary studies on behalf of the end user, both public and private.  The Company can introduce related and non-related entities to the four non-profit entities for the purpose of funding projects they have.

These are the 4 Non-Profit entities with the ability to officiate Master Bond Indentures when sponsored by a state end user:

1. Alabama Toll Facilities, Inc. (ATFI) (A Non-Related Party) 

2. Hi Speed Rail Facilities, Inc. (HSRF) (A Related Party) 

3. Hi Speed Rail Facilities Provider, Inc. (HSFP) (A Related Party) 

4. Global Infrastructure Finance & Development Authority (GIFDA) (A Related Party) 

The three non–profit related entities will play a vital role in financing. The non-profits statutes provide a vehicle to issue bonds and help secure infrastructure projects. The non-profit entities have the discretion to turn over the infrastructure projects to the state, or the governing body after it has successfully developed and paid for the potential projects. The Company will then be able to consult the end users, related and non-related entities, and non-profits (who will sponsor bond offerings to fund the projects) and to contract with one or more of the largest construction firms in the United States who will carry out the actual construction management.

Participating Profits Interest

As at January 31, 2022, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder. These entities have had no operations and as of January 31, 2022, the Company’s participating profits interest in these companies was $0.

On June 25, 2019, the Company amended the Opportunity License Agreements it entered with 16 related entities (Ameri Cement, Inc., Atlantic Energy & Utility Products, Inc., Cape Horn Abstracting Co., Eastern Development & Design Inc., HSR Freight Line Inc., HSR Logistics Inc., HSR Passenger Services, Inc., HSR Technologies, Inc., KSJM International Airport, Inc., Lord Chauffeurs Ltd., Malibu Homes Inc., Penn Insurance Services LLC, Platinum Media, Inc., Port de Claudius, Inc., Port of Ostia Inc., and Slater & West, Inc.).  The amendment clarifies ownership, voting rights, and distribution of profits for the Company and the Company’s Chief Executive Officer.  The amendment also provides that the Company will purchase non-controlling interest of each of the sixteen entities and the Portus de Jewel project.  On June 29, 2019, the Company issued 33,931,475 shares of Class B common stock to acquire 25% ownership interest in 15 of the 16 entities.  On January 13, 2020, the Company issued 3,475,248 shares of Class B common stock to acquire 25% ownership interest in 1 of the 16 entities.  

On February 20, 2020, the Company issued 3,230,520 shares of Original Class C common stock to acquire 2% ownership interest in a related entity, Susquehanna Mortgage Bankers Corp (“Susquehanna”). On September 18, 2020, the Company issued 23,000,000 shares of Original Class C common stock to acquire an additional 23% ownership interest in Susquehanna.

On July 1, 2020, the Company issued 250,000 shares of Class B common stock to acquire 25% ownership interest in a related entity, Natural Resources Inc.

On July 31, 2020, the Company amended the Opportunity License Agreement it entered on June 25, 2019 for the acquisition of 10% participating profit interest in the Portus de Jewel project. Pursuant to the amendment, the consideration of 20,000,000 shares of Class B common stock also includes the acquisition of 10% of Dutch East India Logistics, Co, the developer of the Portus de Jewel project.

On June 20, 2020, the Company’s largest stockholder created Ann Charles International Airport, Inc. and transferred 25% of the equity to the Company.

The Company has determined that the investments in the related entities are VIE, however, the Company does not have the power to direct the activities that most significantly impact the related entities’ economic performance and therefore is not the primary beneficiary. The Company then determined that it has the ability to exercise significant influence over the operating and financial policies of the related entities and therefore the investments will be accounted for under the equity method of accounting once full operations of the entities commence.

14 

The following table details the carrying value of the Company’s respective equity method investments. Management has completed a third party valuation of the 20 entities which was based on projected discounted net income (Level 3). The resulting Level Three fair value is provided below and totals $5,832,773,150,661 Management believes that future discounted net income will approximate its future net discounted cash flows. Additionally, any material changes to critical valuation inputs and future net income (or cash flows) can materially change the fair value of the equity investments. Management has not recorded the fair value in the financial statements:

			As of January 31,
	2021- Carry		2022 - Level Three Fair		2021 - Level Three
	Value		Value		Fair Value
Ameri Cement, Inc.	$	-	$	5,901,725,000	$	4,347,389,409
Ann Charles International Airport, Inc.		-		203,889,424,000		-
Atlantic Energy & Utility Productts, Inc.		-		11,801,725,000		9,963,061,002
Cape Horn Abstracting, Co.		-		5,901,725,000		4,347,389,369
Dutch East India Logistics Co.		-		156,199,170,650		17,970,149,093
Eastern Development & Design Inc.		-		45,533,205,000		9,645,438,619
HSR Freight Line Inc.		-		54,663,721,680		11,383,540,641
HSR Logistics Inc.		-		49,956,706,400		9,288,207,375
HSR Passenger Services, Inc.		-		33,118,537,440		8,411,765,384
HSR Technologies, Inc.		-		11,978,710,000		14,312,944,887
KSJM International Airport, Inc.		-		73,751,725,000		24,002,239,989
Lord Chauffeurs Ltd.		-		8,850,000,000		7,155,225,213
Malibu Homes, Inc.		-		26,551,725,000		24,002,239,993
Natural Resources, Inc.		-		2,065,000,000		-
Penn Insurance Services LLC		-		329,007,748,050		10,867,642,830
Platinum Media, Inc.		-		8,847,994,000		7,153,603,355
Port de Claudius, Inc.		-		3,610,027,802,740		14,644,293,835
Port of Ostia Inc.		-		223,499,618,920		9,951,941,981
Slater & West, Inc.		-		4,521,951,650		3,033,322,251
Susquehanna Mortgage Bankers Corp.		-		966,704,935,130		9,962,105,803
Total equity method investments.	$	-	$	5,832,773,150,661	$	200,442,501,030

Grant Package:

On November 30, 2021, Global Infrastructure Finance and Development Authority (a related party) approved $300,000,000 in Ameri Coin and $300,000,000 in Crypto Infrastructure Bond as a first draw on a $1B grant package.  The $300,000,000 in Ameri Coin transferred to the Company generated “Grant Income” from a related party where Shah Mathias on the date of the transaction was the 100% owner of Global Infrastructure Finance and Development Authority. The Company used $270,000,000 of the Ameri Coin grant to settle $270,000,000 liability associated with the October 29, 2021 acquisition of the residential and commercial property in California. The grants would thereafter be used toward other economic development opportunities world-wide.

El Coray Independent Transaction:

On December 12, 2021, Momentum Economic Development Corporation (“Seller”), Natural Resources, LLC and the Company (together, “Buyer”) entered into a Letter of Agreement. The Seller agreed to sell and Buyer agreed to buy the certain project known as El Coray. El Coray is a natural resources project in the country of Honduras, Inocente de Los Dolores Lopez Melespin.id # 0890-1989-00001 within the Agua Fria and Ulua Olancho Oil basins, consisting of 44 square miles of real property having natural resources comprised of iron ore, oil, and gas together with all other minerals and aggregates.

The purchase price for the Property’s development rights and use rights of unlimited extraction of all minerals and unlimited air rights pursuant to Honduras land use rights is $90,000,000. Natural Resources, LLC paid a purchase price consideration in the form of class B stock of Ameri Metro, Inc. at $4,720 per share, totaling $29,995,600.00. In addition, Ameri Metro, Inc. paid to the Seller the remaining balance of $60,004,400.00 in the form of consumptive use tokens known as AMERI COIN developed pursuant to state of Wyoming USA law known as W.S.34-29-106 (c) (g) (ii) (g) (v). Each token is priced @180,193.3933, for a total of 333.00 Block chain tokens.

15 

The Honduras land use rights is an arm’s length transaction with an independent third-party.

Ameri Metro, Inc. owns a 25% non-controlling interest in Natural Resources, LLC, including a right to receive 25% of the income and losses from Natural Resources, LLC operations. Natural Resources, LLC provides oil, gas, and mineral extraction, timber harvesting, agricultural and related food production services.

The Company’s management has determined that on the acquisition date, 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.

California Real Estate Transaction between Entities under Common Control:

On December 14, 2021, the Company entered into a “sale agreement” with Malibu Homes, Inc. The Company’s CEO Mr. Shah Mathias controls Ameri Metro by his overall shareholdings on this date and he also controls Malibu Homes, Inc. Mr. Shah Mathias negotiated the deal on behalf of the Company and Malibu Homes. The contract asset was sold to Malibu homes for a price of $722,738,000. The Company has an equity investment of 25% in Malibu Homes, Inc. The transaction is not at arms-length with two entities under common control by Mr. Shah Mathias and is a related party transaction.

Master Indenture Barter Agreements:

On January 17, 2021, the Company through 19 entities has signed agreements to complete $454,880,242,400 in financings for approximately 98 individual infrastructure and related projects. The financings have not been completed so there is no impact on the condensed consolidated financial statements as of and for the six months period ended January 31, 2022.

Funding Collaboration Agreement:

On March 8, 2022, the Company’s CEO previously holding and owning 75% equity interest in each such named entity below, has reduced his 75% stock ownership to 50% stock ownership, and transferred the 50% of stock he currently owns to Mr. Todd Owen, who shall now and as of this date hereby own 50% of the stock in all such listed entities as listed herein this filing.

The purpose of the Collaboration Agreement was to provide funding for projects, and for Mr. Mathias and Mr. Owen to each have 50% ownership, as a result of the Collaboration Agreement. Ameri – Metro will still maintain its profit in interest to receive expected profits and losses in the 20 equity investment entities, it will simply not maintain ownership in these entities.

Class B Stockholders Agreement:

On March 9, 2022, the Company gave notice to all of its Class B stockholders that the Company is facilitating, in good faith and trust, on behalf of certain qualifying Class B shareholders, an agreement to sell their shares to a third party. Electing shareholders shall each receive an initial payment of $50,000, and additional payments of $100,000, each 120 days until such time as their share price of $4,720.00 per share is paid in full. Partial payments of the amounts above shall be made where the aggregate purchase price is less than any such payment. The Company will not receive any fee for this arrangement.

Results of Operations

Significant Risks and Uncertainties

See the Risk Factors included in our Annual report on Form 10-K for the year ended July 31, 2021 as filed with the Securities and Exchange Commission.

Comparison of the Six Months Ended January 31, 2022 and 2021.

The Company has no source of continuing revenues and collected no revenues for the six months ending January 31, 2022 and 2021.   For the six months ended January 31, 2022 and 2021, the Company had total operating expenses of $164,872,618 and $5,024,860, respectively and net income and loss of $458,190,141 and $3,671,534, respectively. The increase in operating expenses resulted primarily from increases of approximately $164,048,910 in stock based compensation and the change in net income increased due to generating other income from a transaction under common control with a related party for $323,064,749 and grant income of $300,000,000.

16 

Comparison of the Three Months Ended January 31, 2022 and 2021.

The Company has no source of continuing revenues and received no revenues for the three months ending January 31, 2022 and 2021.   For the three months ended January 31, 2022 and 2021, the Company had total operating expenses of $442,592 and $2,538,996, respectively and net losses of $622,620,366 and $1,199,448, respectively. The decrease in operating expenses resulted primarily from the board of directors ceasing all salaries paid to the board of directors, the officers and audit committee and net income increased due to generating other income from a transaction under common control with a related party for $323,064,749 and grant income of $300,000,000.

Liquidity and Capital Resources

Our cash, current assets, total assets, current liabilities and total liabilities as of January 31, 2022 and July 31, 2021 were as follows:

	31-Jan-22		31-Jan-21
Cash	$	492	$	2
Total current assets		492		2
Total assets		653,065,252		106
Total current liabilities	$	59,921,162	$	58,573,442

Cash Requirements

We had $492 in cash as of January 31, 2022. Our cash used in operations for the six months ended January 31, 2022 was $146,716 and through January 31, 2021 was $384,959. Our cash on hand is not sufficient to cover our monthly expenses and we continue to seek financing in the form of debt or stock sales to finance our operations. There can be no assurance the Company will be successful in these efforts.

Sources and Uses of Cash

Operations

For the six months ended January 31, 2022, our net cash used in operating activities was $146,716, which consisted primarily of our net loss of $5,594,998, offset on the deferral of officer and director salary and increase in professional expenses.

Financing

For the six months ended January 31, 2022, our net cash provided by financing activities was $142,370, which consisted primarily of proceeds from related party loans.

Off-Balance Sheet Arrangements

As of January 31, 2022 we had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk. - Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures 

Our management has evaluated, under the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our principal executive and principal financial officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

17 

Changes in Internal Control over Financial Reporting 

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On September 14, 2017, the Company received a letter from Zimmerman & Associates, on behalf of J. Harold Hatchett, III and Ronald Silberstein, claiming breach of contract, wrongful termination, and wrongful violations of the Business Corporations Act, and knowingly inaccurate SEC Reporting against the Company and the board of directors. The Company plans to work amicably to come to a settlement. As of October 31, 2020 and 2019, the Company has accrued $1,263,870 and $1,295,120 in salaries for J. Harold Hatchett III and Ronald Silberstein, respectively.

The Company received lawsuit on June 13, 2017 by Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff (the “Plaintiff Estate”). The Plaintiff Estate asserted a claim for $50,000 and 11,000 common class “B” shares of the Company relating to shares and accrued stipend beginning 2015. The Company, in 2015, had previously booked the liability of $50,000 without interest accruing and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. Company anticipates paying the $50,000 when the Company raises capital.

Item 1A. Risk Factors.

The discussion of our business and operations should be read together with the risk factor set forth below and the risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2021, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. As of January 31, 2022, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended July 31, 2021.

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

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6.  Exhibits.

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

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Exhibit Index

3.1	Articles of Incorporation (filed with the Form 10 November 9, 2011)
3.2	Amended by-laws (filed as part of the Form 8-K/A filed January 18, 2013)
3.3	Cert. of Amendment Cert. of Incorporation of Ameri Metro
5.1	Opinion of Counsel on legality of securities being registered
10.1	Master Indenture Agreement of Alabama Toll Facilities, Inc. (filed with the Form 8-K January 18, 2013)
10.2	Master Indenture Agreement of Hi Speed Rail Facilities, Inc. (filed with the Form 8-K January 18, 2013)
10.3	Master Indenture Agreement of Hi Speed Rail Facilities Provider, Inc. (filed with the Form 8-K January 18, 2013)
10.4	TEMS engagement (filed as part of the Form 8-K/A filed January 18, 2013)
10.5	Alabama Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.6	High Speed Rail Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.7	Damar Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.8	Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019)
10.9	Assignment Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019)
10.10	Payment Agreement to Penndel Land Co (filed as part of the Form 10-K/A filed November 6, 2019)
10.11	Ameri Metro Inc. / HSR Tech Inc. Licensing of Intellectual Property Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.12	HSR Tech LOI Tech Use Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.13	Opportunity License Agreement Entities (filed as part of the Form 10-K/A filed November 6, 2019)
10.14	Master Agreement for Construction Nonprofits (filed as part of the Form 10-K/A filed November 6, 2019)
10.15	Master Agreement for Construction Entities (filed as part of the Form 10-K/A filed November 6, 2019)
10.16	Consulting Agreement HSRFP Inc. (filed as part of the Form 10-K/A filed November 6, 2019)
10.17	Consulting Agreement HSRF Inc. (filed as part of the Form 10-K/A filed November 6, 2019)
10.18	Company Founder Emp. Agreement(filed as part of the Form 10-K/A filed November 6, 2019)
10.19	Directorship Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.20	Letter of Intent for Port Trajan property (filed with the Registration Statement on Form S-1 filed June 13, 2013)
10.21	Port De Ostia Inc. Agreement GTI (filed as part of the Form 10-K/A filed November 6, 2019)
10.22	C-Bar Marshall Rebar Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.23	Ameri Metro & Jewell LOI (filed as part of the Form 10-K/A filed November 6, 2019)
10.24	Master Consulting Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.25	Master Trustee Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.26	2015 Executive Incentive Compensation Program (filed as part of the Form 10-K/A filed November 6, 2019)
10.27	Establishing the Compensation Committee (filed as part of the Form 10-K/A filed November 6, 2019)
10.28	Amendment to Payment Agreement Penndel Land Co. (filed as part of the Form 10-K/A filed November 6, 2019)
10.29	Amendment to HSR Technologies Inc. Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.30	Amendment to Damar TruckDeck LLC Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.31	TEMS consent form letter (filed as part of the Form 10-K/A filed November 6, 2019)
23.2	Consent of Counsel (included in Exhibit 5.1)
31.1	CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002*
31.2	CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002*
32.1	CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
32.2	CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
99.1	ProAdvisor Valuation report, dated November 1, 2016 (filed as Exhibit 99.1 to the registration statement on Form S-1, filed on November 23, 2016, and incorporated herein by reference)
99.2	ProAdvisor consent letter (filed as Exhibit 99.2 to the registration statement on Form S-1, filed on November 23, 2016) v
99.3	June 12, 2012 Agreement and Plan of Reorganization (filed as part of the Form 8-K/A filed January 18, 2013)
99.4	Alabama Legislative Act 506 (filed as part of the Form 8-K/A filed January 18, 2013)
99.5	Form of subscription agreement for sale of the shares (filed with the Registration Statement on Form S-1 filed June 13, 2013)
99.6	Intended use of Master Trust Indentures (filed as part of the Form 10-K/A filed November 6, 2019)
99.7	Florida Alabama TPO Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.8	Alabama Toll Road Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.9	Appalachian Region Commission Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.10	Atlantic Energy & Utilities Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.11	High Speed Rail Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.12	Port Freeport & Brazoria Fort Bend Rail District Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.13	High Speed Rail & Ancillary Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)

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99.14	Port of Ostia Inc. @ KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.15	Portus De Jewel Mexico Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.16	KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.17	HSR Freight Line Inc. / Phila. Port Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.18	HSR Freight Line Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.19	HSR Passenger Services Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.20	HSR Technologies Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.21	Malibu Homes Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.22	Platinum Media Inc. Bond Indenture (filed as part of the Form 10-Q filed December 30, 2019)
99.23	Port De Claudius Inc. & Port Trajan of Pa. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.24	Panama Canal – Alabama Port Partnership (filed as part of the Form 10-K/A filed November 6, 2019)
99.25	Lord Chauffeurs Inc. – Business Jet Center @ KSJM Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.26	HSR Freight Line Inc. & HSR Passenger Services Coast to Coast Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.27	New York – Washington Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.28	Ann Charles International Cargo Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.29	Texas International Trade Corridor Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.30	Virginia Crescent Line Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)

* 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.

Date: March 22, 2022	By:	/s/ Robert Choiniere
		Robert Choiniere
		Chief Financial Officer

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