04/23/2024 | Press release | Distributed by Public on 04/23/2024 06:25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 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) |
(I.R.S. Employer Identification No.) |
2575 Eastern Blvd. Suite 102
York, Pennsylvania17402
(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: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.000001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", "smaller reporting company" and "emerging growth 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
$0
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 $0.000001 | 1,800,000 shares | |
Class A Common Stock, par value $0.000001 | 1,684,000 shares | |
Class B Common Stock, par value $0.000001 | 4,289,637,844 shares | |
Class C Common Stock, par value $0.000001 | 191,051,320 shares | |
Class D Common Stock, par value $0.000001 | 114,000,000 shares |
AMERI METRO, INC.
TABLE OF CONTENTS
INDEX
Page | ||
PART I | 1 | |
ITEM 1. BUSINESS | 1 | |
ITEM 1.A RISK FACTORS | 1 | |
ITEM 1.B UNRESOLVED STAFF COMMENTS | 1 | |
ITEM 2. PROPERTIES | 1 | |
ITEM 3. LEGAL PROCEEDINGS | 1 | |
ITEM 4. MINE SAFETY DISCLOSURES | 1 | |
PART II | 2 | |
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 2 | |
ITEM 6. [RESERVED] | 2 | |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
2 |
|
ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 2 | |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 3 | |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
9 |
|
ITEM 9A. CONTROLS AND PROCEDURES | 9 | |
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 9 | |
PART III | 10 | |
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 10 | |
ITEM 11. EXECUTIVE COMPENSATION | 10 | |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 10 | |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 10 | |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 10 | |
PART IV | 11 | |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 11 |
i
PART I
ITEMS 1, 1A, 1B, 2, 3 and 4
SEE NOTE 1
1
PART II
ITEMS 5, 6, 7, and 7A
SEE NOTE 1
2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERI METRO, INC.
CONSOLIDATED BALANCE SHEETS
SEE NOTE 1
3
AMERI METRO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SEE NOTE 1
4
AMERI METRO, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED JULY 31, 2023 AND 2022
SEE NOTE 1
5
AMERI METRO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SEE NOTE 1
6
AMERI METRO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2023 and 2022
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 |
7
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. | 2575Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com
8
ITEMS 9, 9A AND 9C
SEE NOTE 1
9
PART III
ITEMS 10, 11, 12, 13 and 14
SEE NOTE 1
10
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBITS
11
12
* | Filed herewith |
** | To be filed |
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 17, 2024 | By: | /s/ Shah Matthias |
Shah Matthias | ||
Founder, Chairman, and Chief Executive Officer | ||
Date: April 17, 2024 | By: | /s/ Phillip M Hicks |
Phillip M Hicks | ||
Co-CEO and CFO |
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME | OFFICE | DATE | ||
/s/ Debra Mathias | ||||
Debra Mathias | Director | April 17, 2024 | ||
/s/ James Becker | ||||
James Becker | Director | April 17, 2024 | ||
/s/ Shahjahan C. Mathias | ||||
Shahjahan C. Mathias | Director | April 17, 2024 | ||
/s/ Donald E. ("Nick") Williams, Jr. | ||||
Donald E. ("Nick") Williams, Jr. | Director | April 17, 2024 | ||
/s/ Suhail Matthias | ||||
Suhail Matthias | Director | April 17, 2024 | ||
/s/ Bryan Elicker | ||||
Bryan Elicker | Director | April 17, 2024 | ||
/s/ Robert Choiniere | ||||
Robert Choiniere | Director | April 17, 2024 | ||
/s/ Keith A. Doyle | ||||
Keith A. Doyle | Director | April 17, 2024 | ||
/s/ James Kingsborough | ||||
James Kingsborough | Director | April 17, 2024 | ||
/s/ John Thompson | ||||
John Thompson | Director | April 17, 2024 |
14