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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ameri Metro Inc (CE) | USOTC:ARMT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☐
Yes ☒
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 ☒
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 ☐ |
Smaller reporting company | |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
Indicate the number of shares outstanding of each of the registrant’s classes of preferred stock and common stock as of the latest practicable date.
Class | Outstanding at January 31, 2024 | |
Preferred Stock, par value $0.00001 | ||
Class A Common Stock, par value $0.000001 | ||
Class B Common Stock, par value $0.000001 | ||
Class C Common Stock, par value $0.000001 | ||
Class D Common Stock, par value $0.000001 |
AMERI METRO, INC.
TABLE OF CONTENTS
April 30, 2023
INDEX
i
AMERI METRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEE NOTE 1
1
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
SEE NOTE 1
2
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED APRIL 30, 2023 AND 2022
(Unaudited)
SEE NOTE 1
3
AMERI METRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SEE NOTE 1
4
AMERI METRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2023 and 2022
(Unaudited)
Note 1: Letter from Ameri Metro, Inc. CFO
April 16, 2024
To Whom this May Concern and for the Record:
Ameri Metro, Inc. (“ARMT”) Background:
ARMT filed its original S-1 on June 13, 2013. ARMT is an infrastructure company specializing in highly technical toll roads, bridges, high-speed rails, and ports. Since 2013, ARMT has solidified over 100 infrastructure contracts throughout the USA and the world. All these contracts will ultimately recognize well more than $1,000,000,000 each averaging approximately $20,000,000,000 each. All contracts ultimately benefit State or Federal agencies. ARMT has solidified funding of approximately $950,000,000,000 from large financial institutions. ARMT was formed to enhance the humanitarian crisis everywhere and fund governments whereby the projects are otherwise not affordable without raising taxes.
Personal Background:
My name is Phillip M. (“Marty”) Hicks, and I am the Co-Chief Executive Officer and Chief Financial Officer of Ameri Metro, Inc. My brief professional background is that I have more than 40 years’ experience and have served throughout the USA as a forensic accountant, one of the most accredited forensic accountants in America. I am a former Partner for Deloitte and a veteran professional Whistleblower for the Security Exchange Commission’s (“SEC”) program since its inception in August of 2011. With respect to White Collar crimes, I have assisted various U.S. Attorney’s offices and the local Federal Bureau of Investigation. I continue to work with former Federal agents. In this respect, I have extensive regulatory experience and have assisted with more than 50 Federal indictments including but not limited to; Robert Bandfield, Gregg Mulholland, Brian Sodi, Scott Key, Barry Honig and others.
Late Regulatory Filings:
We at Ameri Metro, Inc. are providing details resulting in our late filing of the following:
● | All 10-Q’s and the 10-K due since January 31, 2022 |
Ameri Metro, Inc. | 2575 Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com
5
Even though we have adequate books and records for all periods questioned in the opinion of management, we are unable to file financial statements nor footnotes for these periods due to the following:
1. | A bogus lawsuit was filed before the financial periods in question by Andrew Lentz for more than $389,000,000. Mr. Lentz was a former consultant to a related entity of ARMT. Mr. Lentz was fully aware that this bogus lawsuit would cause significant damages to ARMT including, but not limited to, not being able to meet its financial reporting requirements. To date, his strategy has worked. |
2. | Andrew Lentz boasted to many ARMT affiliates about “blowing the whistle” on ARMT to the SEC. In fact, the SEC indeed accepted the Lentz TCR (complaint) and acted upon it by opening an investigation and issuing questionnaires to all but a few ARMT Stock Class B shareholders. Only an insider such as Andrew Lentz was privy to that very private information. ARMT is currently supporting a lawsuit against Lentz and the SEC on behalf of our Class B shareholders for violations of personal privacy, fraud and extortion. In that regard, Lentz was not in a position to file a lawsuit of this magnitude, notably having filed personal bankruptcy three times, thus fraudulent. |
3. | Even though Andrew Lentz clearly made materially false statements to a Federal agency (i.e. the SEC) causing serious damages to ARMT, the SEC has not pursued, to our knowledge, a criminal complaint against him via the Department of Justice. In fact, the SEC continues to pursue de-registration of ARMT regardless of merit. |
4. | The SEC has not issued its final position on accounting for digital currencies. The proposed SEC position remains in direct conflict with GAAP standards and the AICPA’s proposals. We agree with the AICPA’s position because the SEC’s position opens the door to massive financial statement manipulations. |
If these matters remain outstanding and the SEC continues its course of action against ARMT, we have no choice but to do the following or any combination thereof to protect our interests:
● | File a complaint in Federal Court against the SEC and Andrew Lentz for numerous allegations involving damages of more than $1,000,000,000. |
● | Immediately tokenize ARMT so that the company is no longer regulated by the SEC because the company will no longer have equity positions. |
● | File our complaint against Andrew Lentz for consideration to the US Attorney’s office in Pennsylvania. |
We sincerely hope this clarifies our inability to meet our regulatory filing requirements, several of which are directly a consequence of SEC negligence.
Very Truly, | |
/s/ Phillip M. Hicks. |
Phillip M. (“Marty”) Hicks, Co-CEO, CFO
Cc: Resnick & Louis
Ameri Metro, Inc. | 2575 Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com
6
Item 2,
Item 3 and
Item 4
SEE NOTE 1
7
PART II - OTHER INFORMATION
Item 1,
Item 1A,
Item 2,
Item 3,
Item 4 and
Item 5
SEE NOTE 1
8
Item 6. Exhibits.
See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
Exhibit Index
9
* | Filed herewith |
** | To be filed |
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERI METRO, INC. | ||
Date: April 17, 2024 | By: | /s/ Phillip M. Hicks |
Phillip M. Hicks | ||
Co-CEO and CFO |
11
Exhibit 31.1
OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I, Shah Mathias, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2023 of Ameri Metro, Inc. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the small business registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 17, 2024 | By: | /s/ Shah Mathias |
Shah Mathias | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
Exhibit 31.2
OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I, Phillip M Hicks, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2023 of Ameri Metro, Inc. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the small business registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 17, 2024 | By: | /s/ Phillip M Hicks |
Phillip M Hicks | ||
Co-CEO and CFO |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ameri Metro, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
3. | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
Date: April 17, 2024 | By: | /s/ Shah Mathias |
Shah Mathias | ||
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ameri Metro, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
3. | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
Date: April 17, 2024 | By: | /s/ Phillip M Hicks |
Phillip M Hicks | ||
Co-CEO and CFO |
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