UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2014
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number: 000-54546
AMERI METRO, INC.
(Exact name of registrant as specified in its charter)
YELLOWWOOD ACUISITION CORPORATION
(Former name of registrant)
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) 701-7726
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 þ 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 þ 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 ¨ (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to include the certifications of our Chief Financial Officer in Exhibits 31.2 and 32.2. No other sections were affected.
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.
December 31, 2014
By:/s/ Naresh G. Mirchandani
Title: Chief Financial Officer
Exhibit 31.2
OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I Naresh Mirchandani, certify that:
1. I have reviewed this quaterly report on Form 10-Q for the quarter ended October 31, 2014 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: December 31, 2014 |
| By: /s/ Naresh G. Mirchandani |
|
| Naresh G. Mirchandani |
|
| Chief Financial 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 October 31, 2014 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: December 31, 2014
By: /s/ Naresh Mirchandani |
Naresh Mirchandani |
Chief Financial Officer |
December 31, 2014
Securities and Exchange Commission
Division of Corporation Finance
Washington DC 20549
Attention: Mr. John Cash
Re:
Ameri Metro, Inc.
Form 10-K for the Fiscal Year Ended July 31, 2014
Filed November 13, 2014
File No. 0-54546
Dear Mr. Cash:
We are in receipt of your communication dated December 19th, 2014. In that letter one of the items requested from us is:
1. We note your response to comment three from our letter dated November 24, 2014. Please apply in writing for a continuing hardship exemption from the requirement to provide interactive data if you cannot do so without undue burden or expense. Please refer to Rule 202 of Regulation S-T, as well as to the Commission’s website, http://www.sec.gov/info/edgar/cfedgarguidance.htm.
The Company herby applies for a continuing hardship exemption from the requirement to provide interactive data. The company is currently below the revenues threshold of $250 million, and as you may be aware, the House Financial Services Committee approved legislation that would exempt companies with less than $250 million in annual revenue from having to file their financial reports in Extensible Business Reporting Language, or XBRL. Requiring our Company to report these exhibits would put a financial hardship on the Company at this stage of its Revenue. A cost-benefit analysis shows that currently the benefits to issuers outweigh the costs. Currently our stocks are not being traded in the open market.
We respectfully, request the SEC to waive this requirement for our company, until such time, when the Company is revenue producing and ready to launch its IPO in the public market.
Sincerely,
By: /s/Naresh Mirchandani
Naresh Mirchandani
Chief Financial Officer