10-Q/A

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 ¨ No  þ 

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 on Form 10-Q/A to include theXBLR disclosure.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.

March 3, 2015

/s/ Naresh G. Mirchandani

Title: Chief Financial Officer

XML

Note 4 - Loan Payable

3 Months Ended

Oct. 31, 2014

Notes

Note 4 - Loan Payable

NOTE 4 – LOAN PAYABLE

On January 30, 2014, the Company entered into a short-term loan with a non-related party.  The Company was loaned $6,000 from an investment company, the repayment terms are 3% interest with a maturity date of January 31, 2015.  The Company has repaid $1,997 as of October 31, 2014. The accrued interest related to this loan for the three months ended October 31, 2014 is $30.

XML

Note 3 - Loans Payable - Related Parties

3 Months Ended

Oct. 31, 2014

Notes

Note 3 - Loans Payable - Related Parties

NOTE 3 – LOANS PAYABLE – RELATED PARTIES

As of October 31, 2014, $503,927 (July 31, 2014 - $484,422) is due to the majority shareholder, of which $492,098 is unsecured, non-interest bearing and due on demand and $11,829 is due in 1 year with an interest rate of 3% (accrued interest on this loan for the three months ended October 31, 2014 is $89). No repayments have been made to date.

XML

STATEMENT OF FINANCIAL POSITION (USD $)	Oct. 31, 2014	Jul. 31, 2014
ASSETS
Cash and cash equivalents	$ 3,705	$ 2,191
Prepaid services	0	0
Total Current Assets	3,705	2,191
Office equipment, net	854	920
Deposits	1,500	1,500
Total Other Assets	1,500	1,500
Total Assets	6,059	4,611
Accounts payable	84,813	101,494
Accrued expenses	3,788,167	2,554,877
Loans payable - related party	503,927	484,422
Loans payable	4,003	4,003
Total Liabilities	4,380,910	3,144,796
Common stock class A, authorized	7,000,000	2,000,000
Common stock class A, par value	$ 0.000001	$ 0.000001
Common stock class A, issued and outstanding	1,600,000	1,600,000
Paid in Capital Common stock class A	2	2
Common stock class B, authorized	4,000,000,000	1,000,000,000
Common stock class B, par value	$ 0.000001	$ 0.000001
Common stock class B, issued and outstanding	233,631,681	233,631,681
Paid in Capital Common stock class B	234	234
Common stock class C, authorized	4,000,000,000	1,000,000,000
Common stock class C, par value	$ 0.000001	$ 0.000001
Common stock class C, issued and outstanding	0	0
Paid in Capital Common stock class C	0	0
Common stock class D, authorized	4,000,000,000	2,000,000
Common stock class D, par value	$ 0.000001	$ 0.000001
Common stock class D, issued and outstanding	0	0
Paid in Capital Common stock class D	0	0
Preferred stock, authorized	200,000,000	20,000,000
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares issued and outstanding	450,000	450,000
Paid in Capital preferred stock	1	1
Additional paid in Capital	5,555,365	5,555,365
Stock subscriptions receivable	(47,000)	(47,000)
Deficit Accumulated During the Development Stage	(9,883,453)	(8,648,787)
Total Stockholders' (Deficit)	(4,374,851)	(3,140,185)
Total Liabilities and Stockholders' (Deficit)	$ 6,059	$ 4,611

XML

Note 1 - Basis of Presentation

3 Months Ended

Oct. 31, 2014

Notes

Note 1 - Basis of Presentation

NOTE 1 – Basis of Presentation  

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.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Ameri Metro. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the 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.   Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2014 as reported in Form 10-K, have been omitted.

XML

Note 2 - Going Concern

3 Months Ended

Oct. 31, 2014

Notes

Note 2 - Going Concern

NOTE 2 – GOING CONCERN

The Company has negative working capital, has incurred losses since inception, and has not yet received significant revenues from sales of products or services. 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.

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.

XML

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Income Statements
REVENUES	$ 0	$ 0
Professional fees	11,650	3,550
Directors fees	314,518	0
Depreciation	66	52
General & administrative	63,349	14,360
Officer payroll	844,964	0
TOTAL OPERATING EXPENSES	1,234,547	17,962
LOSS FROM OPERATIONS	(1,234,547)	(17,962)
Interest expense	(119)	0
TOTAL OTHER INCOME (EXPENSE)	(119)	0
LOSS BEFORE PROVISION FOR INCOME TAXES	(1,234,666)	(17,962)
PROVISION FOR INCOME TAXES	0	0
NET LOSS	$ (1,234,666)	$ (17,962)
Net loss per Common share (Basic and Diluted)	$ (0.005249)	$ (0.000074)
Number of Common Shares - (Basic and Diluted)	235,231,681	241,846,082

XML

Document and Entity Information (USD $)	3 Months Ended
	Oct. 31, 2014	Apr. 30, 2014
Document and Entity Information:
Entity Registrant Name	Ameri Metro, Inc. (formerly Yellowwood)
Document Type	10-Q
Document Period End Date	Oct. 31, 2014
Amendment Flag	true
Amendment Description	A - XBRL
Entity Central Index Key	0001534155
Current Fiscal Year End Date	--07-31
Entity Common Stock, Shares Outstanding	235,231,681
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Public Float		$ 0

XML

STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Statement of Cash Flows
Net Income (Loss)	$ (1,234,666)	$ (17,962)
Issuance of stock for services	0	(13)
Impairment of deposit	0	(1,129)
Depreciation	66	52
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	66	(1,090)
Accounts payable	(16,681)	(18,820)
Accrued expenses	1,233,290	0
Increase (Decrease) in Operating Liabilities	1,216,609	(18,820)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	1,216,675	(19,910)
Net Cash Provided by (Used in) Operating Activities	(17,991)	(37,872)
Lease deposit	0	0
Purchase of fixed assets	0	0
Net Cash Provided by (Used in) Investing Activities	0	0
Proceeds from related party loan	19,505	38,561
Net Cash Provided by (Used in) Financing Activities	19,505	38,561
Net Decrease in Cash	1,514	689
Cash, Beginning of Period	2,191	12
Cash, End of Period	$ 3,705	$ 701

XML

Note 7 - Subsequent Events

3 Months Ended

Oct. 31, 2014

Notes

Note 7 - Subsequent Events

NOTE 7 – SUBSEQUENT EVENTS

On December 1^st, 2014 the Company accepted the Directorship Agreement for all its Directors. On December 2^nd, 2014 the Company accepted the compensation agreements for its Executive Officers and its Directors. On December 3^rd, 2014 The Company accepted the employment agreements of Jerry T. Stahlman and Naresh G. Mirchandani. The Company agreed that the shares issued to the Directors  are now fully vested. The Company has reinstated the agreement that was rescinded earlier on June 12, 2014 between The Company and Jewel’s Real Estate 1086 Master LLLP.

XML

Note 6 - Commitments and Contingencies

3 Months Ended

Oct. 31, 2014

Notes

Note 6 - Commitments and Contingencies

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Employee Agreements:

The Company has entered into an employment agreement with the Chief Executive Officer Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000.

The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non board member President, Mr. Shah Mathias (Company Founder), with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years.

AMI entered into a contract on June 10, 2010 for the acquisition of the patents, rights, titles, and business of Damar Corporation LLC, the inventor/developer/manufacturer of Damar TruckDeck. The Damar TruckDeck is a flexible truck deck storage and organization system with an integrated frame allowing the cargo deck to be used as a hauling surface. AMI shall receive all rights and title to the patents, the TruckDeck system, and all related assets for a purchase price of $750,000 payable as $500,000 cash and the remaining $250,000 payable in the form of 7,500 shares of AMI’s common stock. The cash portion is payable within 90 days of the successful completion of the registration as a publicly traded company pursuant to the Securities Act of 1933. In addition, royalty payments equal to $2.50 for each unit sold from the items arising from the patent, including the Damar TruckDeck, for a period of five years. After five years, the parties will renegotiate the terms of the agreement. If no agreement can be reached, then the parties agree to extend the royalty payments for one additional year after which time all royalty payments will terminate. AMI has agreed to issue to its securities attorney 500,000 common shares at par value for services rendered after its initial registration statement has gone effective. In February 2011, the Company issued an offer letter to purchase a rebar plant for cash of $4,750,000 and an option to purchase management services to support the operations of the plant.

On March 1, 2011, the Company entered into a three month agreement with Transportation Economics & Management Systems, Inc. (TEMS) regarding consulting services in relation to the development of high-speed rail and other transportation projects by the Company. The agreement was initially extended until March 1, 2012 and subsequently extended until September 2013. Compensation for services under the agreement may not exceed $135,408 unless otherwise authorized by a supplemental agreement. Currently, the project is anticipated to cost $460,000 and will take six months to complete including presentation to potential investors.

Operating Lease

On January 31, 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 calls for monthly rent payments of $1,000. The terminated lease agreement has not been resolved as to payment of existing amounts due in cash or stock, or as to any early termination fees.  As of October 31, 2014 no stock has been issued in payment of rent.

XML

Note 6 - Commitments and Contingencies: Employee Agreements (Policies)

3 Months Ended

Oct. 31, 2014

Policies

Employee Agreements:

Employee Agreements:

The Company has entered into an employment agreement with the Chief Executive Officer Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000.

The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non board member President, Mr. Shah Mathias (Company Founder), with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years.

AMI entered into a contract on June 10, 2010 for the acquisition of the patents, rights, titles, and business of Damar Corporation LLC, the inventor/developer/manufacturer of Damar TruckDeck. The Damar TruckDeck is a flexible truck deck storage and organization system with an integrated frame allowing the cargo deck to be used as a hauling surface. AMI shall receive all rights and title to the patents, the TruckDeck system, and all related assets for a purchase price of $750,000 payable as $500,000 cash and the remaining $250,000 payable in the form of 7,500 shares of AMI’s common stock. The cash portion is payable within 90 days of the successful completion of the registration as a publicly traded company pursuant to the Securities Act of 1933. In addition, royalty payments equal to $2.50 for each unit sold from the items arising from the patent, including the Damar TruckDeck, for a period of five years. After five years, the parties will renegotiate the terms of the agreement. If no agreement can be reached, then the parties agree to extend the royalty payments for one additional year after which time all royalty payments will terminate. AMI has agreed to issue to its securities attorney 500,000 common shares at par value for services rendered after its initial registration statement has gone effective. In February 2011, the Company issued an offer letter to purchase a rebar plant for cash of $4,750,000 and an option to purchase management services to support the operations of the plant.

On March 1, 2011, the Company entered into a three month agreement with Transportation Economics & Management Systems, Inc. (TEMS) regarding consulting services in relation to the development of high-speed rail and other transportation projects by the Company. The agreement was initially extended until March 1, 2012 and subsequently extended until September 2013. Compensation for services under the agreement may not exceed $135,408 unless otherwise authorized by a supplemental agreement. Currently, the project is anticipated to cost $460,000 and will take six months to complete including presentation to potential investors.

XML

Note 1 - Basis of Presentation: Nature of Business (Policies)

3 Months Ended

Oct. 31, 2014

Policies

Nature of Business

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.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

XML

Note 1 - Basis of Presentation: Basis of Presentation (Policies)

3 Months Ended

Oct. 31, 2014

Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Ameri Metro. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the 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.   Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2014 as reported in Form 10-K, have been omitted.

XML

Note 6 - Commitments and Contingencies: Operating Lease (Policies)

3 Months Ended

Oct. 31, 2014

Policies

Operating Lease

Operating Lease

On January 31, 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 calls for monthly rent payments of $1,000. The terminated lease agreement has not been resolved as to payment of existing amounts due in cash or stock, or as to any early termination fees.  As of October 31, 2014 no stock has been issued in payment of rent.

XML

STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Interest paid	$ 0	$ 0
Income taxes paid	0	0
Issuance of stock to related party for deposit	0	(1,129)
Issuance of stock to fund possible future employment agreements	$ 0	$ (13)

XML

Note 5 - Capital Stock

3 Months Ended

Oct. 31, 2014

Notes

Note 5 - Capital Stock

NOTE 5 – CAPITAL STOCK

On September 2, 2014, the Company amended the articles of incorporation to increase the authorized shares:

The total number of shares of stock which the corporation shall have the authority to issue is 12,207,000,000 (Twelve billion Two hundred and Seven million) shares, consisting of 12,007,000,000 (Twelve billion Seven million) shares of Common Stock having a par value of $.000001 and 200,000,000 (Two hundred million) shares of Preferred Stock having a par value of $.000001 per share.

The Company amended its Certificate of Incorporation to change its existing authorized preferred and common shares from the current shares to the following:

Preferred Shares: 200,000,000 (Two hundred Million) par value .000001.

Class “A” 7,000,000 (Seven Million Class “A” common shares) these shares have 1000 : 1 voting right compared to all other Class of shares and have equal dividend rights as all other Class of shares, par value .000001.

Class “B” 4,000,000,000 (Four Billion Class “B” common shares) with voting and dividend rights, par value .000001.

Class “C” a/k/a Equity Participation Dividend Shares “EPDS” 4,000,000,000 (Four Billion Class “C” common shares) with no voting rights but with dividend rights, par value $.000001. Company may issue these shares as it deems necessary, for the purposes including but not limited to: purchasing goods and services for Ameri Metro, Inc (“AMI”); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.

Class “D” a/k/a Equity Participation Shares “EPS”4,000,000,000 (Four Billion Class “D” common shares) with no voting rights and no dividend rights, par value $.000001. Company may issue these shares as its currency as it deems necessary, for the following purposes but not limited to: purchasing goods and services for Ameri Metro, Inc (“AMI”); serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase of shares of shares of that series, and , if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of the shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. All other provisions of the Certificate of Incorporation shall remain in full force and effect.