As filed with the Securities and Exchange Commission on November _______, 2016 Commission File No.______

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

 Registration Statement under the Securities Act of 1933

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

AMERI METRO, INC.

(Exact nameName of registrant as specifiedissuer in its charter)

YELLOWWOOD ACQUISITION CORPORATION

(Former name of registrant)

3030 East Market Street2575 Eastern Blvd., Suite 101

York, PennsylvaniaPA 17402

717-701 7726(717) 434-0668

(Address including zip code, and telephone number including area code

of registrant’s principal executive offices)office)

Shah MathiasPlan Inc. Trolly Square, Suite 20C Wilmington Del 19806 1-800-462-4633

3030 East Market Street, Second Floor

York, Pennsylvania 17402

717-701 7726

(Name, address including zip code, and telephonephone number

including area code, of agent for service)

with copyCopies of communications to:

McMurdo Law Group, LLC, 28 West 44^th Street, 16^th Floor, New York, NY 10036, (917) 318-2865

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective.

Cassidy & Associates

215 Apolena Avenue

Newport Beach, California 92662

202-387-5400 949-673-4525 (fax)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.                                                                                     boxS x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨o

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 definitions “largeof "large accelerated filer,”“accelerated file,”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act. (Check one):

Calculation of registration fee

(1) Fee calculated in accordance with Rule 457(a) of the Securities Act of 1933. Proposed offering price used for calculating the registration fee.

The registrant hereby amends this registration statementRegistration Statement on suchthe date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on suchthe date as the Commission, acting pursuant to said sectionSection 8(a), may determine.

2

CALCULATION OF REGISTRATION FEE

The information contained in this prospectus is not complete and may be changed. AThe Registrant may not sell these securities until the registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomesis effective. This prospectus is not an offer to sell these securities and it iswe are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus,   Subject to completion ______________, 2016

AMERI METRO, INC.

1,605,196 shares

    1,000,000 Shares of Class B Common Stock offered by selling shareholders

This prospectus relates toAmeri Metro, Inc. (“ARMT” or the offer and sale“Company”) is offering a maximum of 1,605,196 shares1,000,000 Shares of our Class B common stock of Ameri Metro, Inc., (the "Shares”), a Delaware corporation (the “Company”), par value $0.0001at $.000001 per share offered by the holders thereof (the "selling shareholders"“Shares”) who are deemed, in a best effort, underwritten public offering. We have yet to be statutory underwriters. The shares offered by the selling shareholders (the "Shares")may be offered and sold, from time to time, by the selling shareholders described in this prospectus under the heading “Selling Shareholders”engage an underwriter. However, we do so in the future in amounts, at prices, and on other terms to be determined atfuture. There is no minimum proceeds threshold for the time of the offering and by any means described in this prospectus under “Plan of Distribution.”

The maximum number of Shares that can be sold pursuant to the terms of this offering by the selling shareholders is (in the aggregate) 1,605,196. Funds received by the selling shareholders will be immediately available to such selling shareholders for use by them. The Company will not receive any proceeds from the sale of the Shares.

offering. The offering will terminate twenty-four (24)within 24 months from the date that the registration statement related to the Shares is declared effective. The Company intends to maintain the current status and accuracy of this prospectus and to allow selling shareholders to offer and sell the Shares for a period of up to two years, unless completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.prospectus. The Company will bearretain all costs, fees and expensesproceeds received from these Shares in connection with the selling of shareholders’ Shares.this offering. The Company willhas not receivemade any arrangements to place the proceeds from the sale of the Shares of common stock by the selling shareholders,

Prior toin an escrow or trust account. Any proceeds received in this offering there has been no public market for the Company’s common stock. No assurances canmay be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determinedimmediately used by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The will become tradable on the effective date of the registration statement of which this prospectus is a part.

Neitherin its sole discretion. There are no minimum purchase requirements for each investor. All proceeds retained by the Company nor any selling shareholder has any current arrangements nor entered into any agreements with any underwriters, broker-dealers, or selling agents for the sale of the Shares. If the Company or selling shareholders can locate and enter into any such arrangement(s), the Shares willmay not be sold through such licensed underwriter(s) and/or selling agent(s).The selling shareholders will pay all commissions and discounts, if any, attributablesufficient to the sale or disposition of the Shares.continue operations.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The CompanyARMT is currently an "emerging“emerging growth company" as defined incompany” under the Jumpstart Our Business Startups Act.Act (the “JOBS Act”). The Company has decided that it will opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b). The Company understands that this election is irrevocable.

The Company is not a blank check company because it has a specific business purpose and has no plans or intention to merge with an operating company.  None of the Company’s shareholders have plans to enter a change of control or change of management.  None of our current management has previously been involved with a development stage company that did not implement its business plan, that generated no or minimal revenues or was engaged in a change of control.

There is currently no public market for our Shares of common stock.

These securitiesThe Company intends to engage a market maker to establish a public market for the Shares being offered herein to be listed on NASDAQ.  To be listed on NASDAQ, a market maker must file an application on the Company's behalf to make a market in the common stock. There is no guarantee that the Shares will ever be listed on NASDAQ or any exchange.

3

The Shares being offered are highly speculative and they involve a high degree of risk.risk and should be considered only by persons who can afford the loss of their entire investment. See “RISK FACTORS”"Risk Factors" beginning on page 8.

(1) Our Shares in this offering will be sold by our officers and directors in a direct offering. However, we may engage an underwriter who would likely incur a seven percent (7%) percent underwriting commission, as reflected above.

(2) The proceeds to us are shown before deduction for legal, accounting, printing and other offering expenses estimated at $100,000.00. ARMT will not use this offering prospectus before the effective date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______ __, 2016

4

5

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

Until December 28, 2016 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The information presented is a brief overview of the key aspects of the offering. The prospectus summary contains a summary of information contained elsewhere in this prospectus. You should carefully read all information in the prospectus, including the financial statements and the notes to the financial statements under the Financial Statements section beginning on page ___.31 prior to making an investment decision.

General Information about our Company

Ameri Metro, Inc.

3030 East Market Street, Second Floor

York, Pennsylvania 17402

717-701 7726

Prospectus dated __________________, 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all (“ARMT”, or the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the “Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

The Company

The original Ameri Metro, Inc.”), prior to the merger, discussed below, (Ameri(“Ameri Metro 2010)2010”) was incorporated on April 13, 2010 in Delaware.Delaware with an authorized capitalization of 1,500 sharesShares of common stock. On April 30, 2010, Ameri Metro 2010 amended its certificate of incorporation to authorize 100,000,000 sharesShares of common stock with a par value of $.0001$.000001 per share and 20,000,000 sharesShares of preferred stock with a par value of $.0001 per share. Yellowwood was incorporated on September 21, 2011 and had an authorized capitalization of 1,000,000,000 shares of common stock and 20,000,000 shares of preferred stock.  The Company has a fiscal year end of July 31.

Ameri Metro 2010 wasOn 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 development-stage company designedpar value of $.000001 and 200,000,000 (Two Hundred Million) shares of Preferred Stock having a par value of $.000001 per share.

Common stock is divided into four classes: Common stock class A, par value $.000001, 7,000,000 shares authorized, 1,600,000 shares issued and outstanding. Common stock class B, par value $.000001, 4,000,000,000 shares authorized, 987,934,483 shares issued and outstanding; Common stock class C, par value $.000001, 48,000,000 shares authorized, shares issued and outstanding; Common stock class D, par value $.000001, 48,000,000 shares authorized, shares issued and outstanding.

Class A 7,000,000 (Seven Million) these shares have 1000:1 voting right compared to engageall other Classes of shares, par value .000001. There are 1,600,000 Class A stock outstanding at April 4, 2016. Class C a/k/a Equity Participation Dividend Shares (“EPDS”) 4,000,000,000 (Four Billion) with no voting rights but with dividend rights, par value $.000001. The Company may issue these shares as it deems necessary, for the purposes including but not limited to: purchasing goods and services for ARMT; 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) with no voting rights and no

6

dividend rights, par value $.000001. The 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 ARMT; 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.

Preferred Shares: 200,000,000 (Two Hundred Million) par value .000001. There are 1,800,000 preferred shares outstanding at July 15, 2016.

On November 3, 2014, the Company effected a 4:1 forward stock split of its issued and outstanding shares of common stock. As a condition of the split, all shareholders who wanted to participate were required to send $100 to the Transfer Agent to pay for the expense related to reissuance of shares due to split. The cut-off date for the return of the notification and payment to the transfer agent was December 31, 2014. If the shareholder did not return the confirmation and payment, they would not be eligible to receive the additional shares.

ARMT is currently an “emerging growth company” under the JOBS Act. A company loses its “emerging growth company” status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a ‘large accelerated filer’, as defined in section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an “emerging growth company,” ARMT is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder

7

approval of executive compensation and golden parachute compensation. Furthermore, Section 103 of the JOBS Act provides that as an “emerging growth company”, ARMT is not required to comply with the requirement to provide an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as ARMT qualifies as an “emerging growth company.” However, an “emerging growth company” is not exempt from the requirement to perform management’s assessment of internal control over financial reporting.

The Company is focused on development of efficient transportation systems, primarilyfacilities, including but not limited to high-speed rail networks for passenger and freight transportation and therelated and ancillary transportation businesses, inland ports, sea ports, airports, and toll roads. The Company intends to secure manufacturing and technologies together with ancillary land development projects, sale of a certain toll road in the State of Alabama. As a result of the merger, the business plan of Ameri Metro 2010 became the business plan of the Company.

goods and services to government, civilian and commercial end users.

On June 12, 2012, Ameri Metro 2010 merged with Yellowwood Acquisition Corporation, a public reporting company. As part of the merger, Yellowwood Acquisition Corporation, the surviving entity, changed its name to Ameri Metro, Inc. Yellowwood has an authorized capitalization of 1,000,000,000 sharesShares of common stock and 20,000,000 sharesShares of preferred.preferred stock. The Company has a fiscal year end of July 31. Yellowwood31.Yellowwood had no ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as the former Ameri Metro 2010.

The Company is a development stage company and has no operating history and has experienced losses since its inception. The Company has received only minimal revenue from earlier consulting work. The Company’sCompany’s independent auditors have issued a report questioning the Company’sCompany’s ability to continue as a going concern.

Since its incorporation, the Company has developed its business plan, appointed officers and directors, engaged initial project consultants and entered into negotiations and contracts for related and ancillary business. The Company is aengaged in development stage company in the process of developing proposals for high-speed rail service.transportation complex which consist of toll road, inland port and airport.

On December 1, 2010, the Company formed its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (GTI)(“GTI”). in the state of Delaware with an authorized capital of 100,000,000 sharesShares of common stock with a par value of $.0001 and 20,000,000 sharesShares of preferred stock with a par value of $.0001.  GTI was formed to provide development and construction services for the Alabama highwayToll Facilities, Inc. ("ATFI", a non-profit company supported by the State of Alabama to act as the exclusive entity as set forth in H.J.R 459 and H.J.R. 456 project developer for such a toll road an on which the former CEO of ARMT served as one of its four directors) 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 Business

The Company, intendsherein incorporated by reference from the Form 8-K dated 05/12/2016, as described in Exhibit 10.12 thru 10.44, is focused on development of transportation facilities, including but not limited to focus on high-speed rail for passenger and freight transportation and related and ancillary transportation businesses. The Company anticipates that it will provide various services for high-speed rail throughout the United States.businesses, inland ports, sea ports, airports, and toll roads. The Company intends to secure manufacturing and technologies together with ancillary land development projects, sale of goods and services to government, civilian and commercial end users.

The Company anticipates that it will, directly or through subsidiaries or affiliates, 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.

8

The Company has nonot yet commenced its revenue producing operationsoperations; however, it has been meeting with and making presentations to date. The Companyparties associated with projects it intends to develop, numerous projects as opportunities are presented primarilyincluding parties in the transportation or transportation-related fields.United States related to a sea port and a rail project. The Company believes that the need, demand and usage of alternative transportation such as high speed rail, ports and toll roads are increasingly important as the United States adopts policies to attempt to reduce its dependency on fossil fuels particularly the automobile.and to improve its infrastructure and transportation systems. The Company intends to develop and prepare the designs and concepts for feasible and profitable regional high-speed railtransportation and infrastructure related projects utilizing existing and new railbeds, stations, and equipment.infrastructure. The Company will prepare the complete project package including appraisals and estimates and will obtain contracts for the development of the railbedsfacilities and infrastructure 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, as noted  herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44, organized through various non-profitnonprofit entities, High Speed Rail Facilities Inc., High Speed Rail Facilities Provider Inc., Alabama Toll Facilities Inc., Global Infrastructure Finance & Development Authority Inc. and organizations sponsored or affiliated with municipal and government agencies.agencies as well as from issuances of stock and debt-financing.  Certain of these non-profitnonprofit 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.

Through its subsidiary, GTI, the Company is also involved in the planning of the future development of a new toll road in the southeast United States. The Company through assignment of rights from Penndel Land Company, to finance, develop and construction a 357 mile toll road in the State of Alabama.Alabama as outlined in Alabama House Joint Resolution H. J. R. 459 & H. J. R. 456, herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44. The Company acquired from Penndel Land Company (a company solely(majority owned by the presidentformer CEO of the Ameri Metro)ARMT) the contract rights to a construction agreement with the Alabama Toll Facilities, Inc. ("ATFI",ATFI, a non-profit company designatedsupported by the State of Alabama to act as the exclusive entity as set forth in H.J.R 459 and H.J.R. 456 project developer for such a toll road andan on which the presidentformer CEO of Ameri MetroARMT served as one of its four directors). As suchdirectors. When the Company has the development rights for such toll road. The Company will need to secure the financing for the design, planning, engineering and related costs for the construction of the toll road. As the Company is able to secure suchsecures financing, ATFI will effect a bond offering to purchase the land on which the toll road is to be located.

Risks9

In support of H.J.R. 459 and Uncertainties facingH.J.R.456 the Companyfollowing ancillary projects are being planned.

As a development stage company,1.

Design built inland port called Port De Claudius- herein incorporated by reference from the Company has no operating historyForm 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

2.

Design built airport called Sarah Jewel Mathias International Airport (KSJM) – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

3.

Design built air cargo port called Port of Ostia – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

4.

Design built railroad and has continuously experienced losses since its inception. The Company’s independent auditors have issued a report questioningtrain stations – herein incorporated by reference from the Company’s ability to continueForm 8-K, dated 05/12/2016, as a going concern. That is,described in Exhibit 10.12 thru 10.44

5.

Design built Fiber Optic Lines – herein incorporated by reference from the Company needs to create a source of revenueForm 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

6.

Design built All Utilities underground or locate additional financingoverhead – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in order to continue its developmental plans. As a development stage company, managementExhibit 10.12 thru 10.44

7.

Design built Power Grids – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

8.

Design built Cell Phone Towers – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

9.

Design built Motels, Travel Plazas, Fast Food Establishments – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

10.

Design built Outdoor Advertisements, Signage – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

11.

Design built Natural Gas Pipelines & Distillate Pipelines – herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44

Shah Mathias, founder of the Company, has no prior experience in buildingestablished a series of corporations with which to effect the transactions and sellingdevelopment of the projects similar to that plannedenvisioned by the Company including the Port Trajan Facility, herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44, high speed rail projects and in marketingthe Alabama Toll Road.  The Company has envisioned long-range ideas and distributing such projects on a broad scale.

One of the biggest challenges facing the Company is the ability to raise adequate capitalplans to develop currently undeveloped areas through which the planned Alabama toll road will traverse. These plans include the development of an airport, sea shipping port and execute project opportunitiesa high speed rail line.

1.

HSR Freight line, Inc. Designed to handle all services for use of track time and trains for freight and freight forwarding services.

2.

HSR Passenger Services, Inc. Designed to handle rail ticketing booking, reservations, and food services.

3.

HSR Technologies, Inc. Designed to handle all building of suites and manufacturing of trains and rail tracks and provide fiber optics, telecommunications, and related technologies services.

4.

HSR Logistics, Inc. Designed to handle all purchasing functions.

5.

KSJM International Airport, Inc. Designed to eventually create an airport facility in inland Alabama

6.

Port Of Ostia, Inc. Designed to handle all air cargo if and when an airport facility is created.

7.

Port of De Claudius, Inc. Designed to handle sea container and port operations.

8.

AMERI Cement, Inc. Designed to handle cement needs for building projects including Alabama toll road.

9.

Lord Chauffeurs LTD: Designed to operate all passenger ground transportation.

10.

Atlantic Energy & Utility Products, Inc. Designed to provide utility and maintenance service to above entities.

11.

Penn Insurance Services LLC. Designed to provide insurance service to above entities.

12.

Cape Horn Abstracting, Co. Designed to land title examination services.

13.

Eastern Development & Design, Inc.  Designed to provide all civil engineering and architectural service.

14.

Slater & West, Inc.  Designed to handle contract administration services and work force H R matters.

15.

Malibu Homes, Inc. Designed to establish residential home building services.

16.

Platinum Media, Inc. Designed to provide all media related services.

10

Eastern Development and Design (ED&D) (Other Related Party Agreements) to do all the transportation sector.civil engineering work for the toll road, Port De Claudius, KSJM and Port of Ostia. ED&D is an experienced civil engineering company that has been operating since 1993.

Due to financial constraints, theThe Company has, via ED&D, engaged Armstrong Consulting Inc., for the airport engineering and planning. Armstrong Consulting Inc. is an experienced airport planning and engineer design company. It will engineer and design standards from FAA AC150/5300-13 airport design and FAR PART 77.

The Company has approached a major aircraft manufacturer to date conducted limited operations. If the Company were unable to develop stronghelp launch air cargo operation at KSJM and reliable sourcesPort of funding for project opportunities, it is unlikelyOstia. A major aircraft manufacturer has indicated that the Company could develop its operations to return revenue sufficient to further developshould move forward with its business plan. Moreover,

Relco has been engaged by HSR Technologies, to provide exclusive use of DMU rail technologies and use its know-how for manufacturing of train sets meeting the above assumes49 CFR Part 238 compliant DMU in current venue service that meets or exceeds new Federal Rail Administration (FRA) and America Public Transportation Association (APTA) structural safety specification. Relco is a fifty year old company and has provided services for Union Pacific, CSX Transportation, Burlington Northern Santa Fe, Kansas City Southern Railway, Canadian National and numerous others.

The Company will build seventeen hundred miles of railroad tracks in parallel with ATFI. The Company has plans, through its affiliates, to build four tracks north and south bound, two tracks for passenger services and two tracks for freight. Volkmann Railroad Builders has been engaged by ARMT to construct and built the Company’s efforts are metrailroad. Volkmann is a thirty five year old company that has built railroads for NASA, the mining industry, oil and gas exploration and freight carriers.

The Company has engaged consultants such as Transportation Economics Management System Inc. (TEMS). TEMS (Other Related Party Agreements) is a global transportation consulting firm. It is responsible for the transportation planning and system analysis, which includes the development of the passenger and freight forecasting models.

The Company has engaged with customer satisfactionInchcape Shipping Services (ISS), herein incorporated by reference from the Form 8-K, dated 05/12/2016, as described in Exhibit 10.12 thru 10.44, to manage and act as port agent at Port Claudius and Port Of Ostia. ISS is a global operation from sixty eight countries, six hundred ports that directs traffic from sea and air cargo to and from the ports. They have been in business since 1875.

NP&G Innovations Inc. has been engaged to manufacturer railroad ties for the company, through HSR Technologies. NP&G is the original inventors of green technology railroad ties. Marshalls Composite Technologies LLC (MCT) has been engaged to manufacture the composite rebar, through HSR Technologies for the company. MCT is the original developer of technology of the composite rebar. The Company will need approximately four hundred million linear feet of composite rebar to be used in building the Alabama Toll Road.

ARMT 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. ARMT 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 marketplaceform of 7,500 shares of ARMT’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.

PAYMENT: $500,000

Purchase Secured the technology to manufacture composite Re-bar. (C RB).

PAYMENT: $4,750,000

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 exhibit steady adoption of its solutions amongst the potential base of customers, neither of which are currently known or guaranteed.other transportation

Trading Market11

Currently, there is no trading market for the securities of

projects by the Company.  The Company intendsagreement 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 initially apply for admissioncost $460,000 and will take six months to quotationcomplete including presentation to potential investors.

PAYMENT: $460,000

NPG. / HSR Technologies, Inc. RAIL TIE Licensing of Intellectual exclusive licensing agreement involving two US patents.

PAYMENT: $8,000,000.

US Railcar Company. HSR Technologies, Inc.

Exclusive Technology use Agreement

For exclusive use of DMU rail technologies and use of its securities onknow-how for manufacturing

Of train sets meeting the OTC Bulletin Board as soon as possible which may be while this offering is still49 CFR Part 238 compliant DMU in process. There can be no assurance thatcurrent revenue service

That meets or exceeds new Federal Rail Administration (FRA) and American Public

Transportation Association (APTA) structural safety specifications.

PAYMENT: $25,000,000.

12

The Terms of the Company will qualify for quotation of its securities on the OTC Bulletin Board.Offering

The OfferingSecurities Being Offered   

Up to 1,000,000 Shares of Class B common stock

The maximum

Minimum Securities Being

Offered:

There is no minimum number of Shares that canneed to be sold pursuantpurchased for the Offering to be consummated.

Initial Offering Price:

We will sell our Shares at a fixed price of $60.00 per share.  This price was determined by Pro Advisor Inc.

Compensation:

No compensation will be paid to any officer or director in connection with the termssale of this offering is 1,605,196. the Shares.

Termination of Offering:

The offering will terminate twenty-four (24)conclude when all of the1,000,000 Shares of Class B common stock have been sold or 24 months from the date of this prospectus, unless earlier terminatedwhichever occurs earlier.  We may decide to terminate the offering for no reason whatsoever at the discretion of our management team.

Risk Factors:

The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the Company.loss of their entire investment.  See “Risk Factors”.

This prospectus relates to the offer and saleCommon Stock Issued And

Outstanding Before Offering:

987,934,483 Shares of 1,605,196 shares ofour common stock of Ameri Metro, Inc. offered by the holders thereof who are deemed to be statutory underwriters. The selling shareholders will offer their shares at a price to be determined in privately negotiated transactions, including (without limitation) in one or more transactions that may take place by ordinary broker's transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market if a market should develop.

(1) Based on number of sharesissued and outstanding as of the date of this prospectus.Prospectus.

InCommon Stock Issued And

Outstanding After Offering:

988,934,483 Shares of common stock.

Use of Proceeds:                                    

We will use the future, followingproceeds from the completionsale of this offering,the common stock by the Company will most likely needfor Project Costs including Equipment Expenditures and Working Capital.

13

Financial Summary

This financial summary does not contain all the financial information that may be important to raise capital foryou. Therefore, you should carefully read all the projects which it anticipates to develop. The Company anticipates that it may raise such capital byinformation in this prospectus, including the financial statements and their explanatory notes before making an offering of its shares of common stock. Ifinvestment decision.

We derived the Company does effect equity offerings of its securities and if the price paid for shares offered in such an offering is less than paid by the purchasers of Shares, then such purchasers will suffer a dilutionsummary financial information from our financial statements appearing in the valuesection in this prospectus entitled "Financial Statements." You should read this summary financial information in conjunction with the section entitled "Management's Discussion and Analysis," our financial statements and related notes to the financial statements.

Statement of their shares. FurthermoreOperations Information:

For the issuance of such additional shares may impact the ability of any investor to sell their Shares once such shares are eligible for sale. The Company cannot anticipate that it will be able to effect such additional offerings of its securities and then failure of it to do so may severely impact its available capital to develop any transportation systems or further its business plan.

SUMMARY FINANCIAL INFORMATION

The following financial data for the period ended January 31, 2013 and the yearYear ended July 31, 2012 are derived from the Company’s unaudited and audited financial statements, respectively, and related notes thereto included elsewhere in this prospectus.2016

The following summary financial data should be read in conjunction with additional discussions of the financial status of the Company and the Financial Statements and Notes thereto included elsewhere in this prospectus. The following information is derived from the financial statements.

Balance Sheet Information:

As of July 31, 2016

RISK FACTORS

An investment in our securities is highly speculative and subject to numerous and substantial risks. These risks are set forth below. You should not invest in the Company unless you can afford to lose your entire investment. Readers are encouraged to review these risks carefully before making any investment decision.

Risks Relating to Ameri Metro, Inc.

The Company's independent auditors have issued a report questioning the Company's ability to continue as a going concern.

The report of the Company's independent auditors contained in the Company's financial statements for the period ended July 31, 20122015 includes a paragraph that explains that the Company has experienced recurring lossesnot establish any source of revenue to cover its operating costs and has an accumulated deficit duringcash resources of the development stage of $5,578,710.Company were insufficient to meet its planned business objectives. These matters raise substantial doubt regarding the Company's ability to continue as a going concern without the influx of capital through the sale of its securities, the issuance of debt or through development of its operations.

The Company is a development-stage company and has little experience in its proposed area of operations.

The Company is a development-stage company and as such has little experience in its intended area of operations. Such lack of experience may result in the Company experiencing difficulty in adequately designing or building any project, thereby causing the project to function improperly or provide inadequate utility for which it is intended. If the Company’s projects consistently function improperly or perform below expectations, the Company will likely be unable to market and sell many of its projects. In addition, the Company’s lack of experience may result in difficultly in actually developing and effecting transportation highpeed rail systems or developing the Alabama toll road. The Company intends to build strong relationships with partners, such as distributors and retailers, who can help market and deliver the Company’s projects.

Management has no experience in the development of either railway or highway transportation systems and such inexperience may create unexpected or unanticipated problems and/or losses for the Company.

14

Management has nolimited prior experience in the development of highway or railway transportation systems, including obtaining the necessary designs, plans, permits, development teams and capital. Such inexperience may lead to the unexpected or unanticipated problems or missteps that could cause the Company losses or delays. Management is in the process of building a team of advisors and experts to assist it in all the stages of the development of such transportation systems but there can be no assurance that those experts are sufficiently experienced to guide the Company to economic success.

The Company has nolimited operations and its business plan lays out the conceptual operations of the Company which have not yet been implemented, due to the lack of capital and may face significant obstacles.

The Company has a business plan which sets out its conceptual design to plan and develop, regional high-speed passenger, freight railroad systems or other transportation developments. However,systems. In addition to the Company has not implemented any of the steps required to implement such a plan or plans. The need to raise or obtain capital for the implementation of its business plan, the Company will face significant other obstacles in planning and effecting regional high-speed railroads. The Company has no contracts or other arrangements or understandings with any municipality or area for such a railroad project nor does it have any contracts with suppliers, developers, designers or others that will be needed to assist the Company to develop a working project plan.transportation systems. As the Company develops its plan for a regional high-speed railroad,developing transportation systems, it may be required to obtain governmental and environmental approvals and possibly be subject to approval by local or state voting propositions, referendums or state legislatures. In addition, the Company may not be able to obtain the land on which such railroadstransportation systems are proposed and may have to seek government condemnation of such land, which may not be possible. These and other unforeseen obstacles may present significant obstacles to the ability of the Company to implement its business plan.

No assurance of commercial feasibility.

Even if the Company’sCompany’s plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that the Company’sCompany’s initiatives will perform as intended in the marketplace.

The Company is a development-stage company with nohas limited operating history of its own and as such any prospective investor cannot assess the Company’sCompany’s profitability or performance.

Because the Company is a development-stage company with nohas limited operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, theThe Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company management’smanagement’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’sCompany’s industry.

The Company has very limitedno revenues to date.

The Company has generated very littleno revenue to date and has no source of on-going revenue. Most of the time of the Company’sCompany’s management, and most of the Company’sCompany’s limited resources have been spent in developing its initial plans, researching additional projects, contacting potential partners, exploring marketing contacts, establishing manufacturing sources, preparing our business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

The Company will require additional capital in order to execute its business plan and expects to incur additional expenses and may ultimately never be profitable.

As of January 31, 2013, the Company had an accumulated net loss of $5,587,732. The Company will require additional capital in order to execute its current business plan, and as a result, the Company may not be able to successfully implement its business model. The Company estimates it will likely require approximately at least $1,000,000 to begin its initial development of basic sales and marketing. If the Company is not able to raise funds through an offering of its securities, then the Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully commercialize its projects, a process that involves many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues or become profitable.

The Company’s’s founder beneficially owns and will continue to own a majority of the Company’sCompany’s common stock and, as a result, can exercise control over shareholder and corporate actions.

Mr. Shah Mathias, the founder and chief executive officer of the Company, is currently the beneficial owner of approximately 78%93.97% of the Company’sCompany’s outstanding common stock, and assuming sale of all the 1,000,000 Shares, will own 76%approximately 93.88% of the Company's then outstanding common stock upon closing of the offering. As such, he will be able to exert significant influence and potential control over matters requiring approval by shareholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’sCompany’s common stock or prevent shareholders from realizing a premium over the market

price for their Shares.

15

The Company depends on its CEO to manage its business effectively.

The Company's future success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled managerial, sales and marketing personnel. In particular, due to the relatively early stage of the Company's business, its future success is highly dependent on its CEO and founder, Shah Mathias, to provide the necessary experience and background to execute the Company's business plan. The loss of his services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives, particularly in its ability to develop a successful strategy to conceptualize, market and develop projects, and as such, would negatively impact the Company's possible development.

The time devoted by Company management may not be full-time.

It is anticipated that key officers will devote themselves full-time to the business of the Company. However, certain officers will devote only such time as is necessary (which may be less than full-time) to fulfill his or her respective duties as an officer of the Company.

The Company may have conflicts of interest and have engaged in transactions with its officers and directors and have entered into agreements or arrangements that were not negotiated at arms’-length.arms’ length.

The Company has engaged, and may in the future engage, in transactions with its officers, directors and principal shareholders, or persons or entities affiliated with any of these persons. These transactions may not have been on terms as favorable to the Company as could have been obtained from non-affiliated persons. While an effort has been made and will continue to be made to obtain services from affiliated persons at rates as favorable as would be charged by others, there will always be an inherent conflict of interest between the interests of our Company and those of the officers, directors, principal shareholders, and affiliates. Shah Mathias the CEO of the Company, has an ownership interest in many of the companies with which the Company is proposing to utilize for certain of the development and management functions of the transportation systems. Mr. Mathias may economically benefit from the use of these companies.

Reliance on third party agreements and relationships is necessary for development of the Company's business.

The Company will rely heavily on third parties to help plan, secure and execute transportation projects. Unless the Company can develop its own brand equity and consumer awareness, the Company will be substantially dependent on these third parties.

Municipalities, government agencies and other non-profit boards or groups may be unable to develop bond offerings that are sufficient to fund the highspeed rail projecttransportation projects plans or other projects presented by the Company to such municipalities, agencies or groups.

IfWhen the Company is able to complete one or more regional high-speed rail project plans or other transportation projects and present suchpresents its plans or projects to the respective regional government agency or agencies, or non-profit board or group, whether state(s), local or regional, there is no assurance that such agency will adopt the plan or if adopted whether it will be able to have effected a bond issuance sufficient to raise funds to implement the project plan. However, the Company believes that the use of its development structure (in conjunction with its related parties and affiliated non-profit corporation) can assist these various agencies in more successfully raising funds to implement projects.plan

The development of high speed rail and other innovative transportation projects is uncertain and the profitability of such projects remains unclear.

The Company believes that it is a relative pioneer in developing the next generation of rail transportation and innovative transportation in the United States, e.g. high speed rail. As such, there are few, if any, examples of developed high-speed rail or other projects that can be used either as developmental models or commercial viability models. For example, although high-speed rail projects may be successful in other countries, there is no assurance that such method of transportation will be successful in the United States which historically maintains an automobile-centered transportation system.

Government regulation could negatively impact the business.

The Company’sCompany’s projects may be subject to government regulation in the jurisdictions in which they operate. Due to the potential wide geographic scope of the Company’sCompany’s operations, the Company could be subject to regulation by political and regulatory entities throughout the world. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’sCompany’s sales could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its products or industry.

For example, as rail tracks will cross many differing municipal and state jurisdictions, the Company will be faced with myriad regulations from these jurisdictions as well as the federal government. The Company will need to comply with all government regulations which the Company expects will relate to items such as local zoning codes, noise regulations, track and crossing construction, maintenance and safety, environmental impact on construction and usage, rights-of-way and other matters. A failure to know the applicable regulations or to successfully abide by such regulations, could negatively impact the Company with potential fines, stoppages or other remedies.

As the Company is introducing a novel concept and innovative plan to the marketplace, the Company is unaware of any specific government regulation that could negatively affect its business. However, because this industry niche is new and

16

because there is a component of risk of loss to persons and property, the Company believes that there may ultimately be regulation affecting its projects on both a state and federal level. It is impossible to predict what such regulation would encompass, but any regulation would most likely be at least include additional reporting requirements, potential project specifications or requirements and possibly even regulation of additional aspects of the industry.

There has been no prioractive public market for the Company’sCompany’s securities and the lack of such a market may make resale of the stock difficult.

No prioractive public market has existed for the Company’sCompany’s securities and the Company cannot assure any investor that a market will develop subsequent to this offering. An investor must be fully aware of the long-term nature of an investment in the Company. The Company intends to apply for quotation of its common stock on the OTC Bulletin BoardNASDAQ as soon as possible which may be while this offering is still in process. However, the Company does not know if it will be successful in such application, how long such application will take, or, that if successful, that a market for the common stock will ever develop or continue on the OTC Bulletin Board.NASDAQ. If for any reason the common stock is not listed on the OTC Bulletin BoardNASDAQ or a public trading market does not otherwise develop, investors in the offering may have difficulty selling their common stock should they desire to do so. If the Company is not successful in its application for quotation on the OTC Bulletin Board, it will apply to have its securities quoted by the Pink OTC Markets, Inc., real-time quotation service for over-the-counter equities.

The Company's election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends but anticipates that it will retain future earnings for funding the Company’sCompany’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’sCompany’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the Shares could lose all or a significant portion of their value from the initial price paid in this offering.

The Company’sCompany’s stock may be considered a penny stock and any investment in the Company’sCompany’s stock will be considered a high-risk investment and subject to restrictions on marketability.

If the Shares commence trading, the trading price of the Company's common stock may be below $5.00 per Share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per Share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’spurchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’sCompany’s common stock which could impact the liquidity of the Company’sCompany’s common stock.

The Company has authorized the issuance of preferred stock with certain preferences.

The board of directors of the Company is authorized to issue up to 20,000,000200,000,000 shares of $0.0001$0.000001 par value preferred stock. The board of directors has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of the Company. To date 450,0001,800,000 shares of preferred stock have been issued.

17

It is difficult to predict the Company’sCompany’s financial performance, which may fluctuate widely.

The Company has not yet generated revenues and may never do so. If the Company does generate revenues, its quarterly results of operations are likely to vary significantly. A number of factors are likely to cause these variations, some of which are outside of the Company’sCompany’s control. Some of these factors include (without limitation):

• The acceptance by the transportation and infrastructure industry of the solutions that the Company offers;

• The amount and timing of capital expenditures and other costs relating to the expansion of the Company;

• The introduction of competing projects and solutions;

• Price competition or changes in the industry; and

• Technical difficulties or economic conditions specific to the Company or its business.

Our Executive Officers and Directors have limited Prior Experience Managing a Public Company

Some of our officers and directors have limited experience conducting managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected.

Inability to Attract and Retain Qualified Personnel

ARMT management team currently consists of seven members. Our future success depends in significant part on our ability to attract and retain key management and marketing personnel. Competition for highly qualified professional, business development, and management and marketing personnel is intense. We may experience difficulty in attracting new personnel, may not be able to hire the necessary personnel to implement our business strategy, or we may need to pay higher compensation for employees than we may expect. A shortage in the availability of qualified personnel could limit our ability to grow. We cannot assure you that we will succeed in attracting and retaining the personnel we need to grow.

Indemnification Requirements

ARMT may be required to indemnify, among others, the officers and directors for liabilities incurred in connection with the affairs of ARMT. Such liabilities may be material. The indemnification obligations of ARMT would be payable from the assets of ARMT, thus causing a material adverse effect on the Company’s operations.

Requirements to Maintain Proper and Effective Internal Controls

ARMT must ensure that adequate internal financial and accounting controls and procedures are in place so that it can produce accurate financial statements on a timely basis. ARMT must spend considerable effort on establishing and maintaining internal controls, which is costly and time-consuming and needs to be re-evaluated frequently. Implementing any appropriate changes to the internal controls may entail substantial costs to modify ARMT’s existing financial and accounting systems, take a significant period of time to complete, and distract ARMT’s officers and directors from the operation of our business. These changes may not, however, be effective in maintaining the adequacy of ARMT’s internal controls, and any failure to maintain that adequacy, or a consequent inability to produce accurate financial statements on a timely basis, could increase operating costs and could materially impair ARMT’s ability to operate our business. In addition, investors’ perceptions that ARMT’s internal controls are inadequate or that it is unable to produce accurate financial statements may seriously affect the stock price.

Changes in Financial Accounting Standards or Practices

A change in accounting standards or practices can have a significant effect on ARMT’s operating results and may affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying

18

interpretations of existing accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect ARMT’s reported financial results or the way we conducts our business.

Significant Costs of Operating as a Public Company

As a public company, ARMT incurs significant accounting and other expenses. These expenses include increased accounting, legal and other professional fees, insurance premiums and investor relations costs. ARMT’s management needs to devote a substantial amount of time to compliance issues. Moreover, ARMT’s legal and financial compliance costs are material.

The Costs and Expenses of SEC Reporting and Compliance

We are subject to the reporting requirements of the Exchange Act. The costs of complying with such requirements may be substantial. We anticipate that such costs will be significant each year. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

Limited Protection against Interested Director Transactions, Conflicts of Interest and Similar Matters

While the Board of Directors has established an audit committee, we have also form a nominating committee and compensation committee. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

Possible Regulatory Changes

The SEC and other regulators, from time to time, review the public company arena and our relationship to the securities markets and investors. As a result of such reviews, the SEC and such regulators may propose additional regulations that would affect ARMT. Such regulations could increase the cost of operating ARMT and subject it to new regulatory filing or registration requirements.

Risks of Purchasing Shares

Possible Loss of Entire Investment in the Company

This offering is intended for investors who can accept the applicable risks. Prospective investors should not subscribe unless they can readily bear the consequences of the loss of their entire investment. Being that the Company’s management has limited experience in this industry, such loss of investment may be more likely to occur.

Because we do not have an Escrow or Trust Account for Your Subscription, if we File for Bankruptcy Protection or are Forced into Bankruptcy, or a Creditor Obtains a Judgment against us and Attaches the Proceeds.

Your funds will not be placed in an escrow or trust account. All subscriptions in this offering will be available for our immediate use, and will not be returning subscriptions regardless of how many shares are sold in this offering.

19

Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.

Exchange Fluctuations May Decrease the Value of your Investment

Shares will be priced in US dollars, and persons investing by converting foreign currency will bear the risk of such conversion. The Company understands that foreign investors may be attracted to investments in infrastructure, therefore be more likely to invest in securities, such as the Company’s common stock. The value of such investments may be affected favorably or unfavorably by fluctuations in exchange currencies. In addition, prospective investors whose assets and liabilities are primarily denominated in currencies other than US Dollars should take into account the potential risk of loss arising from fluctuations in the rate of exchange between the currency of the investment and such other currency.

Additional Dilution as Additional Shares are Issued

Additional offerings will likely have to be made in the future to raise capital to meet operating cash flow needs. Such offerings may include warrants for issuance of additional common stock, further diluting the number of shares of common stock outstanding from time to time. An increase in the number of our shares of common stock from these events or others may result in a decrease of the market price for our common stock and will dilute the ownership interest of current shareholders.  

Future Debt Financing May Involve Restrictive Covenants

Future debt financing transactions, if available, may involve restrictive covenants, which may limit the Company’s operating flexibility with respect to certain business matters. If additional funds are raised through debt financing, the debt holders may require the Company to make certain agreements or covenants, which could limit or prohibit the Company from taking specific actions, such as establishing a limit on further debt, a limit on dividends, a limit on sale of assets, or specific collateral requirements. Furthermore, if the Company raises funds though debt financing, the Company would also become subject to interest and principal payment obligations. In either case, if the Company was unable to fulfill either of the covenants or the financial obligations, the Company may risk defaulting on the loan, whereby ownership of the Company’s assets could be transferred from the shareholders to the debt holders.

Shares Eligible for Future Sale under Rule 144 May Adversely Affect the Market Value for our Securities

From time to time, certain of our stockholders who hold restricted securities may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, subject to certain limitations. Although our current stockholder has no current intention or ability to sell his shares, any substantial sales by holders of our common stock in the future pursuant to Rule 144 may have a material adverse effect on the market price of our securities.

If Securities or Industry Analysts do not publish Research or Reports about ARMT’s Business or if they issue an Adverse or Misleading Opinion Regarding ARMT Stock, its Price and Trading Volume Could Decline

The trading market for ARMT’s common stock will be influenced by the research and reports that industry or securities analysts publish about ARMT or its business, if any. Negative reports could have a negative impact on ARMT’s stock price.

If we fail to Remain Current on our Reporting Requirements, we could be removed from Listing on the NASDAQ and/or Quotation by the OTCQB or the OTCPink

Companies listed on NASDAQ or quoted on the OTCQB or OTCPink must be reporting issuers under Section 12 of the

20

Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price listing privileges on NASDAQ or quotation on the OTCQB or OTCPink. Assuming we are ever quoted on NASDAQ or the OTCQB, if we fail to remain current on our reporting requirements, we could be removed from NASDAQ or the OTCQB, as applicable. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market.

Changes in Tax Rules or Interpretations could Cause a Shareholder to become subject to Additional Taxes

Federal income tax legislation may be amended, or its interpretation changed, so as to alter fundamentally the tax consequences of holding or disposing of shares of common stock. The investor should consult his, her or its own tax counsel for tax matters via this investment opportunity.

There is No Minimum Purchase Amount

The Offering described herein has no minimum purchase amount required in order to consummate the Offering. Therefore, the costs of the Offering may greatly outweigh the fiscal benefit to ARMT of undertaking the Offering. This could cause ARMT to lose money by doing the Offering and cause an investor to lose his or her entire investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constituteincludes forward-looking statements. SuchAll statements are subject to certain risks and uncertainties which could cause actual results to differ materiallyother than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set outof historical facts contained in this prospectus, will proveincluding statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.  The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect" and similar expressions, as they relate to be accurate. The Company’s businesses can be affected by, without limitation, such things as natural disasters, economicus, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends international strife or upheavals, consumer demand patterns, labor relations, existingthat we believe may affect our financial condition, results of operations, business strategy and new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results. Thefinancial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. The Company operatesassumptions described in "Risk Factors" and elsewhere in this prospectus.

Other sections of this prospectus may include additional factors which could adversely affect our business and financial performance. Moreover, we operate in a highly regulated, very competitive and rapidly changing environment. New risksrisk factors emerge from time to time. Ittime and it is not possible for our management to predict all risks,risk factors, nor can itwe assess the impact of all factors on its anticipatedour business or the extent to which any factor, or combination of factors, may cuasecause actual results to differ materially from those contained in any forward-looking statement.statements.

An investorWe undertake no obligation to update publicly or revise any forward-looking statements. You should not rely onupon forward-looking statements as predictions of future events. Theevents or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or will occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have an ongoing obligation to continually disclose material future changes in the Company and its operations.

USE OF PROCEEDS

We hope to raise a maximum of $60,000,000 in this offering. We are requiring no minimum offering proceeds threshold. The table below summarizes how we will utilize the proceeds of this offering, including in the event that the Company raises less than the full amount expected ($60,000,000). The actual amount of proceeds realized may differ from the amounts summarized below (1). In order to successfully carry out our stated goals, ARMT would need $60,000,000, including capital raised in this offering. In the event we engage an underwriter, we anticipate incurring up to $4,200,000.00 for underwriter’s commission. In addition, we expect to incur approximately $67,154 in other direct offering expenses, $100,000.00 in SEC reporting and compliance, $3,000,000.00 in operating and equipment, and $15,000,000.00 to maintain our general and administrative functions over the next twelve months. We are also hoping to accrue $19,050,000.00 in working capital. However, if we don’t raise sufficient proceeds in this offering or generate

21

sufficient revenue, our working capital goal may not be achievedmet. Furthermore, without sufficient proceeds from this offering or occur. the generation of sufficient revenue, some of our other expenses, including advertising and marketing, website design, and operating and equipment may not be incurred or undertaken.

(1) The amounts set forth above are estimates by management for the allocations of the net proceeds of this offering based upon the current state of our business operations, our business plan and current economic and industry conditions.

(2) If sufficient funds are not raised in this offering, or through revenues of the Company, these items may not be undertaken.

(3) If less than 7% of the Shares are sold the cost of the offering, in the event we engage an underwriter, as to be paid from proceeds of the offering, will exceed the net proceeds and result in a decrease in our working capital.

(4) If less than .01% of the Shares are sold the cost of the offering, in the event of a direct offering, as to be paid from proceeds of the offering, will exceed the net proceeds and result in a decrease in our working capital.

(5) Equipment purchases will be from Caterpillar, John Deere and Volvo.

22

Company Projections