8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

October 29, 2021

AMERI METRO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-54546	45-1877342
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2575 Eastern Blvd., Suite 102, York, PA 17402

(Address of principal executive offices)

717-434-0668

(Registrant's telephone number, including area code)

___N/A___

(Former Name or former address if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	ARMT	N/A

Explanatory Note

This form was amended by changing the Purchase Price and by changing the Assignment Agreement to a Purchase Agreement.

 

Item 1.01 Entry into Definitive Material Agreement.

On October 29^th, 2021, Jewel’s Real Estate 1086 MASTER LLLP, a Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company established in 2021 (together, “Seller”), and Ameri Metro, Inc., a Delaware company established in 2011 (“Buyer”), entered into a Real Property’s Purchase of Development Rights and Sale Agreement (the “Agreement”). Pursuant to the Agreement, Seller provided Buyer all rights to develop and acquire easements and other rights that relate to certain real property consisting of 4,443 single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres for development of public schools, 20 acres for construction of civic buildings, and land for construction of sewer treatment facilities, located in California (the “Property”).

The purchase price for the Property (the “Purchase Price”) was Five Hundred Forty-One Million Three Hundred Sixty-Nine Thousand and 00/100 Dollars ($541,369,000.00). On November 23, 2021 the Agreement was amended, reducing the Purchase Price to Three Hundred Million and 00/100 Dollars ($300,000,000.00). Pursuant to this Agreement, Buyer paid to Seller an Option Fee of Thirty Million Dollars ($30,000,000.00) in the form of Ameri Metro, Inc. class B shares (6,383 shares) for a negotiated price of $4,700 per share. The Agreement was undertaken at arm’s length

Further to the Agreement, an Assignment Agreement was entered into on October 29, 2021, by and between Buyer and Malibu Homes, Inc.. For further clarity, this Assignment Agreement was terminated, and replaced by a Letter of Agreement on December 14, 2021. Buyer and Malibu Homes, Inc. are related entities. Buyer owns a 25% non-controlling interest in Malibu Homes, including a right to receive 25% of the income and losses from Malibu Homes’s operations. Malibu Homes will provide residential home building services.

Per the Letter of Agreement, Ameri Metro, Inc. sold all its rights, title and interest, together with all its obligations and duties under the Agreement to Malibu Homes, Inc. for the sum of Seven-Hundred Twenty-Two Million, Seven-Hundred Thirty-Eight Thousand Dollars ($722,738,000.00), to be paid in the form of consumptive use Tokens @ $180,000 price per token, and the tokens are used as defined in W.S.34-29 106(g)(ii), not as a financial investment as defined in W.S34-29-106(g)(V). The tokens are called Ameri Coin, developed by Ameri Metro Infrastructure Cryptocurrency, Inc.

Ameri Metro, Inc. and Malibu Homes, Inc. accepted this Letter of Agreement on December 14, 2021, and agreed to all terms and conditions, rights, and obligations.

Jewel’s Real Estate 1086 MASTER LLLP is owned by the daughter of the CEO, Chairman and Founder of Ameri Metro, Inc.

Ameri Metro, Infrastructure Cryptocurrency Inc. is owned by the CEO, Chairman and Founder of Ameri Metro, Inc.

Ameri Metro, Inc. management has determined that acquisition of the Property does not constitute a business under S-X 3-05 and Item 2.01 of Form 8-K with reference to S-X 11-01(d)

2 

nor does the asset acquisition meet the business criteria under ASC-MG and ASC 805 for accounting purposes. Therefore, no historical financial statements are required to be provided.

The Letter of Agreement between Ameri Metro, Inc. and Malibu Homes, Inc. is a related party transaction.

Item 9.01 Financial Statements and Exhibits.

10.1         Amendment to Real Property’s Purchase of Development Rights and Sale Agreement

10.2         Termination of the Assignment Agreement

10.3         Letter of Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 15, 2021

Ameri Metro, Inc.

/s/ Robert Choiniere

——————————————

By: Robert Choiniere

Title: Chief Financial Officer

3 

EX-10

Exhibit 10.1

AMENDMENT TO THE REAL PROPERTY's PURCHASE OF DEVELOPMENT RIGHTS AND SALE AGREEMENT

This amendment to the REAL PROPERTY's PURCHASE AND DEVELOPMENT RIGHTS SALE AGREEMENT ("Agreement'') dated November 23, 2021 is to adjust the Purchase Price and Balance. All other elements of the October 29, 2021 Agreement and Amendment are unchanged.

Please reference the signed Agreement and Amendment dated October 29^th, 2021 for any terms and definitions.

Both Buyer and Seller agree that:

1) Purchase Price and Deposit The purchase price for the Property (the "Purchase Price”) is Three Hundred Million and 00/100 Dollars ($300,000,000.00). Pursuant to the Agreement, Buyer paid to Seller an Option Fee in the form of shares of stock of Ameri Metro, Inc., a Delaware, corporation, as described further In the Agreement equal to Thirty Million Dollars ($30,000,000.00) in form of class B shares (6,383 shares) @ 4,700 per share.

2) Balance of Purchase Price. Buyer shall deliver to Seller cryptocurrency tokens issued by Ameri Metro, Infrastructure Cryptocurrency Inc, which will have a value of Two Hundred Seventy Million Dollars ($270,000,000.00).

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date written above.

SELLER:

Jewel's Real Estate 1086 Master LLLP

By: Managing Partner

Name: Sarah Mathias

Title: Partner

Signature:                 /s/ Sarah Mathias                

SELLER:

Ameri Metro, Infrastructure Cryptocurrency Inc.

By: Chief Executive·Officer

Name: Shah Mathias

Signature:                  /s/ Shah Mathias                 

>>Continue to next page<<

BUYER:

AMERI METRO, INC.

By: Chief Financial Officer

Name: Robert Choiniere

Title: CFO

Signature:                  /s/ Robert Choiniere

EX-10

Exhibit 10.3

Letter of Agreement

December 14, 2021

Malibu Homes, Inc

2575 Eastern Blvd Ste 105

York, PA 17402

Robert Choiniere, CFO

Ameri Metro, Inc

2575 Eastern Blvd Ste 101

York, PA 17402

Dear Mr. Choiniere:

This letter (the “Agreement”) summarizes my understanding of the agreement that we reached on December 14, 2021, following our meeting and negotiations on December 13, 2021. If this Agreement is acceptable to you, please sign below in the space designated for your signature.

As I understand it, we have agreed as follows:

1. Agreement

Here is my understanding of the background and of our agreement:

On October 29th, 2021, Jewel’s Real Estate 1086 MASTER LLLP Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company (together, “Seller”) established in 2021, and Ameri Metro, Inc., a Delaware company (“Buyer”) established in 2011, entered into a Real Property’s Purchase of Development Rights and Sale Agreement (the “Agreement”). Pursuant to the Agreement, Seller provided Buyer all rights to develop and acquire easements and other rights that relate to certain real property consisting of 4,443 single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres for development of public schools, 20 acres for construction of civic buildings, and land for construction of sewer treatment facilities, located in California (the “Property”).

Further to this, an Assignment Agreement was made the 29th of October 2021 by and between Ameri Metro, Inc. and Malibu Homes, Inc. This Assignment Agreement was terminated and is replaced by this December 14, 2021 Letter of Agreement. Ameri Metro, Inc. and Malibu Homes, Inc. are related entities. Ameri Metro, Inc. owns a 25% non- controlling interest in Malibu Homes, Inc. including a right to receive 25% of the income and losses from Malibu Homes, Inc. operations. Malibu Homes, Inc. will provide residential home building services.

Per this Letter of Agreement, Ameri Metro, Inc. sells all its rights, title and interest, together with all its obligations and duties under the Agreement to Malibu Homes, Inc. for the sum of Seven-Hundred Twenty-Two Million, Seven-Hundred Thirty-Eight Thousand Dollars ($722,738,000.00), to be paid in the form of consumptive use Tokens @$180,000 price per token, and the tokens are used as defined in W.S.34-29 106(g)(ii), not as a financial investment as defined in W.S34-29-106(g)(V). The tokens are called Ameri Coin, developed by Ameri Metro Infrastructure Cryptocurrency, Inc.

2. Term

The term of this Agreement (“Term”) will commence as of December 14, 2021, and will continue in effect until December 20, 2021, at which point it shall terminate, unless the Term is extended or terminated earlier in a written document signed by both of us in the manner described in Paragraph 5 of this Agreement or as otherwise provided for in this Agreement.

3. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

4. Notice

Any notices to be given under this Agreement by either of us may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested to the addresses set forth in this Agreement unless one of us notifies the other, in writing, of a change of address.

5. No Other Agreement

This Letter of Agreement contains the entire agreement between us. No part of this Letter of Agreement may be changed, modified, amended or supplemented except in a written document, signed by both of us which specifically states that the document is being signed for the purposes of modifying this Agreement. Each of us acknowledges and agrees that the other has not made any representations, warranties or agreement of any kind, except as is expressly described in this Agreement.

6. Governing Law

This Agreement shall be interpreted in accordance with the laws of Delaware. In interpreting this contract, we each hereby acknowledge that we have mutually agreed to the terms of this Agreement and thus waive the protections of any law or statute which provides that in the case of uncertainty not removed by the laws relating to the interpretation of the contracts, the language of a contact should be interpreted against the drafter of the contact. Further, we agree that in the event that any one or more of the provisions of this Agreement shall be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired.

7. Attorney’s Fees

We agree that if any action is commenced to enforce any claim, demand, debt, action, cause of action, liability, cost, right, duty or obligation provided herein, or if any action is commenced to enforce any of the provisions of this Agreement, the prevailing party in such an action shall be entitled, in addition to any other remedies, to an award of out-of-pocket attorney’s fees, including all actual costs incurred by the prevailing party.

8. Remedy of the Parties

Except as otherwise specifically provided for in this Agreement, in the event one of us is in default or in breach of any of the material provisions of this Agreement and fails to cure the default or breach within ten (10) days after written notice of such default or breach by the other, the non-breaching party shall have the right to terminate this Agreement.

9. Assignment

This Agreement shall only be assignable or transferable by one of us upon the written approval from the other.

10. Relationship of the Parties

It is understood and agreed that this Agreement does not create a partnership, joint venture or employment relationship of any kind between us; that each of us is acting as independent contractors with respect to each other; and that none of the employees of either of us will be deemed to be employees of the other for any purpose.

11. Termination

Either of us shall have the right, forthwith and without further notice, to terminate this Agreement by written notice to the other, upon the occurrence of any of the following events:

(a)A breach or default of a provision of this Agreement which is not cured within the period set forth in Paragraph 8 of this Agreement;

(b) A Force Majeure Event that continues for a period of thirty (30) days; or

(c) The death or incapacity of either of us during the Tenn.

In the event of a termination, any moneys due on the date of termination shall be immediately due and payable.

12. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

If the above correctly expresses your understanding of the terms reached during our negotiations, please sign and date a copy of this Agreement and return the signed and dated Agreement to me.

By:	/s/ Shah Mathias	Date:	December 14, 2021
	MALIBU HOMES, INC
By:	/s/ Robert Choiniere	Date:	December 14, 2021
	Robert Choiniere, CFO
	AMERI METRO, INC

XML

Cover	Oct. 29, 2021
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This form was amended by changing the Purchase Price and by changing the Assignment Agreement to a Purchase Agreement.
Document Period End Date	Oct. 29, 2021
Entity Registrant Name	AMERI METRO, INC.
Entity Central Index Key	0001534155
Entity Incorporation, State or Country Code	DE
Entity File Number	000-54546
Entity Tax Identification Number	45-1877342
Entity Address, Address Line One	2575 Eastern Blvd.
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	York
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17402
City Area Code	717
Local Phone Number	434-0668
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ARMT
Security Exchange Name	NONE
Entity Emerging Growth Company	false