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15-Jun-2012
Completion of Acquisition or Disposition of Assets, Unregistered Sale
On June 12, 2012, Ameri Metro, Inc. ("Ameri Metro 2010"), a Delaware corporation, merged with Yellowwood Acquisition Corporation. As part of the merger, Yellowwood Acquisition Corporation, the surviving entity, changed its name to Ameri Metro, Inc. and changed its fiscal year end to July 31. Yellowwood has an authorized capitalization of 1,000,000,000 shares of common stock and 20,000,000 shares of preferred. Prior to the Merger, Yellowwood had no ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as Ameri Metro (2010). As a result of filing a Form 10 pursuant to the Securities Exchange Act of 1934, Yellowwood Acquisition Corporation is a reporting company with the Securities and Exchange Commission. The merger was effectuated as a statutory merger, and a certificate of merger was filed in the State of Delaware effecting the transaction. Hereinafter the term the "Company" or "Ameri Metro" refers to the entity existing as a result of the merger of Ameri Metro (2010) with Yellowwood, unless otherwise noted.
The original Ameri Metro, Inc. prior to the merger (Ameri Metro 2010) was incorporated on April 13, 2010 in Delaware. with an authorized capitalization of 1,500 shares of common stock. On April 30, 2010, Ameri Metro (2010) amended its certificate of incorporation to authorize 100,000,000 shares of common stock with a par value of $.0001 per share and 20,000,000 shares of preferred stock with a par value of $.0001 per share. Yellowwood was incorporated on September 21m 2011 and has an authorized capitalization of 1,000,000,000 shares of common stock and 20,000,000 shares of preferred stock.
The Company was incorporated in the State of Delaware in September 20011 and was formerly known as Yellowwood Acquisition Corporation. The Company is a developmental-stage company focused on the development of efficient transportation systems, primarily high-speed rail networks for passenger and freight and the ancillary transportation projects related to such high speed rail systems. The Company is also engaged in development of other transportation projects, specifically the development of a toll road in the State of Alabama. The Company anticipates that it will, directly or through subsidiaries, develop plans, and then coordinate and supervise the financing, construction and development of such transportation projects by bringing together the resources, plans, financing, approvals and technology needed to implement such transportation systems.
The Company has no revenue producing operations to date. The Company intends to develop numerous projects as opportunities are presented primarily in the transportation or transportation-related fields. The Company intends to develop and prepare the designs and concepts for feasible and profitable regional high-speed rail projects utilizing existing and new railbeds, stations, and equipment. The Company will prepare the complete project package including appraisals and estimates and will obtain contracts for the development of the railbeds and purchase of the equipment. The Company will present the complete project, working as project supervisor and coordinator, to municipalities and regional government agencies.
In addition to high speed rail projects, the Company will also develop other selected transportation-related projects that promote efficient and improved transportation structures or plans. Funding for individual projects of the Company will occur from bond offerings organized through various non-profit entities and organizations sponsored or affiliated with municipal and government agencies. Certain of these non-profit entities or organizations may themselves be affiliated with, or related to, the Company and assist, or work in conjunction with, the Company in securing contracts and funds to develop projects.
On December 1, 2010, the Company formed its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (GTI). in the state of Delaware with an authorized capital of 100,000,000 shares of common stock with a par value of $.0001 and 20,000,000 shares of preferred stock with a par value of $.0001.
GTI was formed to provide development and construction services for the Alabama highway project including securing financing for the design, planning, engineering and related costs for its construction and to engage in the construction of high-speed rail for passenger and freight transportation and related transportation projects for the Company.
. . .
The Company has issued the following securities in the last three (3) years.
Such securities were issued pursuant to exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended, as transactions by an
issuer not involving any public offering, as noted below. Each of these
transactions was issued as part of a private placement of securities by the
Company in which (i) no general advertising or solicitation was used, and (ii)
the investors purchasing securities were acquiring the same for investment
purposes only, without a view to resale.
Since inception, the Company has issued 14,167,431 shares of common stock which are currently outstanding.
Yellowwood Acquisition Corporation issued 20,000,000 shares on its formation in September 2011 of which 19,500,000 were redeemed.
In June 2012, Yellowwood Acquisition Corporation issued 1,000,000 shares as part of a change in control of Yellowwood.
The following shares were issued by Ameri Metro, Inc. prior to the merger of Ameri Metro into Yellowwood Acquisition Corporation which subsequently changed its name to Ameri Metro, Inc.
On June 2, 2010, Ameri Metro issued an aggregate of 10,000,000 shares of common stock to the founder and chief executive officer of Ameri Metro,
Mr. Shah Mathias. Such shares of Ameri Metro were issued to Mr. Mathias pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.
Ameri Metro has also issued the following securities since its inception. Such securities were issued pursuant to an exemption from registration under
In June 2012, pursuant to merger of Yellowwood Acquisition Corporation with Ameri Metro, Inc., the Board of Directors of the Company determined to dismiss the certifying accountants of Yellowwood Acquisition Corporation and to continue with the retention of the certifying accountants of Ameri Metro, Inc. There was no disagreement with and no adverse opinion of the former certifying accountants of Yellowwood Acquisition Corporation in the past two years nor was there any disclaimer of opinion nor was any opinion modified as to uncertainty, audit scope or accounting principles.
On June 1, 2012, the Board of Directors of the Company amended the bylaws of the Company to change the fiscal year of the Company from December 31 to July 31.
On June 8, 2012, the shareholders and Board of Directors of Yellowwood Acquisition Corporation each approved the amendment to that corporation's certificate of incorporation to increase its authorized capitalization from 100,000,000 shares of common stock to 1,000,000,000 shares of common stock. The authorized capitalization of 20,000,000 shares of preferred remained unchanged.
On June 12, 2012, as part of the merger of Yellowwood Acquisition Corporation with Ameri Metro, Inc., Yellowwood changed its name to Ameri Metro, Inc. as the surviving company of the merger.
The Company merged with Ameri Metro, Inc. which has a defined business plan and has commenced operations.
The financial statements for Ameri Metro, Inc. for the years ended July 31, 2011 and 2010 and the period ended April 30, 2012 are attached.
Exhibits
2.1 Merger Agreement
23.1 Consent of Accountants
TABLE OF CONTENTS
APRIL 30, 2012
Consolidated Balance Sheets as of April 30, 2012 and July 31, 2011 F-1
Consolidated Statements of Operations for the three and nine months
ended April 30, 2012 and 2011, and for the periods from April 13, 2010
(date of inception) to April 30, 2012 F-2
Consolidated Statement of Stockholders' Equity as of April 30, 2012 F-3
Consolidated Statements of Cash Flows for the nine months ended April
30, 2012 and 2011 and for the period from April 13, 2010 (date of
inception) to April 30, 2012 F-4
Notes to the Consolidated Financial Statements F-5 - F-14
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CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF APRIL 30, 2012 AND JULY 31, 2011
April 30, 2012 July 31, 2011
ASSETS
Current assets
Cash and cash equivalents $ 10 $ 1,907
Prepaid services 185 -
Prepaid employment fees 3.158 -
Total current assets 3.353 1,907
Office equipment, net of depreciation 880 -
Other assets
Accounts receivable - other 3,143 3,143
Investment in intellectual property 1,320 -
Mortgage receivable 3,723,353 3,723,353
Accrued interest receivable 636.508 343,824
Deposits 15,000 15,000
Total other assets 4,379,324 4,085,320
Total Assets $ 4,383,557 $ 4,087,227
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accrued expenses $ 58,457 $ 58,457
Loan payable - related party 100,000 100,000
Total Liabilities 158,457 158,457
Stockholders' Equity
Common stock, par value $.0001, 100,000,000 shares
authorized, 12,137,431 shares issued and outstanding as of
April 30, 2012 (10,681,431- 2011) 1,214 1,068
Preferred stock, par value $.0001, 20,000,000 shares
authorized, 450,000 shares issued and outstanding as of
April 30, 2012 and July 31, 2011 45 45
Additional paid in capital 5,388,993 5,276,794
Stock subscription receivable (47,000 ) -
Deficit accumulated during the development stage (1,118,152 ) (1,349,137 )
Total Stockholders' Equity 4,225,100 3,928,770
Total Liabilities and Stockholders' Equity $ 4,383,557 $ 4,087,227
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The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2012 AND 2011
FOR THE PERIOD FROM APRIL 13, 2010 (INCEPTION) TO APRIL 30, 2012
Period from
Three Three Nine Nine April 13,
Months Months Months Months 2010
Ended Ended Ended Ended (Inception)
April 30, April 30, April 30, April 30, to April 30,
2012 2011 2012 2011 2012
REVENUES $ 5,750 $ - $ 34,238 $ - $ 38,811
OPERATING EXPENSES
Professional fees 3,398 7,502 3,773 11,243 203,411
Directors fees 8,400 - 8,400 - 8,400
Real estate taxes - - - - 10,945
Depreciation 52 - 155 - 156
General & administrative 3,605 7,975 83,609 14,935 71,081
TOTAL OPERATING EXPENSES 15,455 15,477 95,937 26,178 293,993
LOSS FROM OPERATIONS (9,705 ) (15,477 ) (61,699 ) (26,178 ) (255,182 )
OTHER INCOME (EXPENSE)
Interest income 96,489 - 292,684 - 636,508
Loss on foreclosure - - - - (1,483,132 )
Interest expense - (77,301 ) - (213,667 ) (16,346 )
TOTAL OTHER INCOME (EXPENSE) 96,489 (77,301 ) 292,684 (213,667 ) (862,970 )
INCOME (LOSS) BEFORE
PROVISION FOR INCOME TAXES 86,784 (92,778 ) 230,985 (239,845 ) (1,118,152 )
PROVISION FOR INCOME TAXES - (38,717 ) - - -
NET INCOME (LOSS) $ 86,784 $ (131,495 ) $ 230,985 $ (239,845 ) $ (1,118,152 )
BASIC AND DILUTED INCOME PER
SHARE $ .01 $ (.01 ) $ .02 $ (.02 )
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WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING: BASIC
AND DILUTED 11,653,431 10,164,348 11,695,431 10,164,348
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)
AS OF APRIL 30, 2012
Deficit
Accumulated Total
Additional Stock During the Stockholder's
Common Stock Preferred Stock Paid in Subscription Development Equity
Shares Amount Shares Amount Capital Receivable Stage (Deficit)
Inception, April 13, 2010 0 $ 0 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued to founder for cash at
par value 10,000,000 1,000 - - - - 1,000
Net loss for the period ended July 31,
2010 (90,920 ) (90,920 )
Balance, July 31, 2010 10,000,000 1,000 0 0 0 0 (90,920 ) (89,920 )
Shares issued for services 67,083 7 - - - - - 7
Shares issued to related party for
contract rights 200,000 20 250,000 25 0 - - 45
Shares issued to related party under
Letter of Interest 250,000 25 200,000 20 - - - 45
Shares issued to pay off mortgage and
accrued interest 44,348 4 - - 1,510,419 - - 1,510,423
Shares issued to acquire mortgage
receivable 120,000 12 - - 3,722,641 - - 3,722,653
Shareholder capital contribution - - - - 43,734 - - 43,734
Net loss for the year ended July 31,
2011 - - - - - - (1,258,217 ) (1,258,217 )
Balance, July 31, 2011 10,681,431 1,068 450,000 45 5,276,794 0 (1,349,137 ) 3,928,770
Shares for cash and subscriptions 500,000 50 - - 98,600 (47,000 ) - 51,650
Shares issued for present and future
services 956,000 96 - - 13,599 - - 13,695
Net income for the nine months ended
April 30, 2012 - - - - - - 230,985 230,985
Balance, April 30, 2012 12,137,431 $ 1,214 450,000 $ 45 $ 5,388,993 $ (47,000 ) $ (1,118,152 ) $ 4,225,100
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The accompanying notes are an integral part of these financial statements.
Period from
Nine Months Nine Months April 13, 2010
Ended April 30, Ended April 30, (Inception) to
2012 2011 April 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period $ 230,987 $ (239,845 ) $ (1,118,152 )
Issuance of stock for services 13,695 - 13,794
Loss on foreclosure - - 1,483,132
Depreciation expense 155 - 155
Adjustments to reconcile net loss to net
cash used in operating activities:
(Increase) decrease in account receivable
- other - - (3,143 )
(Increase) decrease in prepaid expenses (3,344 ) (120,000 ) (3,344 )
(Increase) decrease in accrued interest
receivable (292,684 ) - (636,508 )
Increase (decrease) in Accrued interest
payable - related party - - 13,746
Increase (decrease) in Accrued expenses - 208,418 72,002
Cash flows used in operating activities (51,191 ) (151,427 ) (178,318 )
CASH FLOWS FROM FINANCING ACTIVITIES
Investment in intellectual property (1,320 ) - (1,320 )
Cash paid to acquire fixed assets (1,036 ) - (1,036 )
Cash flows used in financing activities (2,356 ) - (2,356 )
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid to acquire mortgage receivable - (700 ) (700 )
Issuance of common stock for cash 51,650 - 52,650
Proceeds from related party loan - - 100,000
Shareholder capital contribution - 167,180 43,734
Increase in deposits - (15,000 ) (15,000 )
Cash flows from financing activities 51,650 151,480 180,684
NET INCREASE (DECREASE) IN CASH (1,897 ) 53 10
CASH, BEGINNING OF PERIOD 1,907 21 -
CASH, END OF PERIOD $ 10 $ 74 $ 10
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
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