Invest in America’s Trains Inc.

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1. THE NEED/DEMAND AND OUR RESPONSE

There has been no meaningful upscale train vacations and none with live on board en-route layovers in the USA (a void) since Amtrak assumed responsibility for intercity passenger train operations in the 1970s. 

We're filling the void with Journeys by Rail on our luxuriously rebuilt rail cars, pulled by Amtrak trains, regional railroads and exclusive Amtrak or other engines.

We're meeting (click on) "demand for luxury train vacations that exceeds available inventory". 

Journeys by Rail are for those who enjoy the finer things in life and folks that want to treat themselves to very special vacations; the value and experience dwarfs the cost.

2. INVESTMENT, CLASS B COMMON SHARES - PREFERRED BENEFITS SYNOPSIS

Investors in the 1st $20,000 (33,334 Class B shares) receive a SIGNIFICANT EXTRA BONUS that is in addition to only paying $0.60 for each share (going up to $0.70 after 83,334 shares are sold), and includes:

• Cash vacation credits ("Credits") equal to 100%+ of the amount invested for use as payment for Journeys by Rail or (click on) "Other Vacations".  Credits for investors after $20,000 and up to $50,000 are much lower, from 50% up to 64%. See section 13, Class B Shares Preferred Rights, Vacation Bonus.
• Cash vacation Credits increase to 100% for an investment of $15,000 or more when Credits are used to pay for Journeys by Rail.

If you are an investor after $20,000 but in the 1st $50,000 (83,3334 Class B shares):

• You only pay $0.60 for each share, which goes up to $0.70 after 83,334 shares are sold, with another share price increase to over $0.80 when more than 285,713 shares are sold.
• You get cash vacation credits of from 50% up to 64% of your investment for use as payment towards a Journey by Rail or for (click on) Other Vacations. See section 13, Class B Shares Preferred Rights, Vacation Bonus.

As a Class B shareholder you also (see section 13, Class B Shares Preferred Rights):

•  Receive equal earnings/dividends to Class A shares.
• Receive preferred full reimbursement of the invested amount, ahead of Class A shareholders, and you keep your shares.

• Have the right to sell Class B stock back to ATs at 130% of the purchase price.
• Get other vacation opportunities.
• Have preferred rights to liquidation proceeds. In the most improbable event that ATs asset liquidation occurs your investment is secured by the net worth of assets, including rail cars.

Initial funding of up to about $250,000 will come from the sale of Class B common shares in two segments, about $50,000 at $0.60 per share and $200,000 at $0.70, followed by up to another $750,000 as warranted, at a price exceeding $0.80. 

Investment proceeds will be used to pay funding costs and to expedite acquisition and introduction of rail cars to meet anticipated growing demand. 

Investment yield, risk avoidance and other benefits may be unmatched, based on forward looking considerations supported by enviable business advantages.

3. THE FINEST RAIL CARS, ENGINES

None of the world’s (click on) top 25 trains/cars have been in the USA, until now. Our luxurious  cars are designed to be equal or better than the worlds finest.

Amtrak pulls ATs cars as part of their trains. Cars will also be pulled by regional railroads, sometimes by an exclusive Amtrak engine, and by exclusive Class 1 freight railroad engines at such time as related arrangements may be finalized. Higher exclusive engine expenses are offset by elimination of costs for switch engines to move cars to and from parking locations at layovers, and otherwise.

Up to 38 luxurious (click on) ATs cars with about 140 deluxe bedrooms having private bathrooms and large beds will enter service over several years. 

Cars that are presently scheduled for service may be replaced based on the availability of more suitable unimproved cars. Amtrak has started to replace cars with standardized interior coach designs for commuter services. Over several years they will replace Amtrak certified cars that ATs can acquire and convert for luxury vacation service. Circumstances arising out of Covid-19 and revised Amtrak terms for pulling individually owned cars have caused many private owners to limit recreational operation of their rail cars and to offer them for sale, lease or charter. This enhances availability and reduces prices of these cars. 

4. PRODUCTS, MULTIPLE REVENUE STREAMS

Journeys by Rail redefine upscale U.S. vacations by their distinctive luxury, exclusive personalization, impeccable hospitality, unique ambiance, unmatched on board experience and rewarding off-car things to do during en-route layovers while passengers live on board.

Scheduled and expanding departure dates will include a growing number of luxurious cars on five to ten night all-inclusive Journey vacations throughout the USA and into Canada, being sold as (click on) individual (single) Journeys, (click on) Train'Shares™ (timeshares) with rights to annual or more frequent Journeys, and (click on) fractional interest (shared) ownership in some self sufficient cars.

To support optimum profitability, evolving metrics and circumstances will influence the number of Journey by Rail time periods sold as individual Journeys or Train'Shares. Adequate profits would occur if only one of these products is sold, and if sales are less than half of projections.  

Additional revenue comes from the sale of branded and other gifts items, special entertainment on activity cars, off-car (click on) Tracks to Adventure™ tours, personalized on-board services, and management of Train’Share and fractional interest owner associations.

5. PROVEN BUSINESS MODEL AND STRATEGY

A mixed use business model (two primary products are individual Journey vacations and Train'Shares, plus fractional interests) used and proven by major vacation/timeshare developers (Marriott, Disney, Wyndham, etc) provides synergies that reduce costs, enhance sales and create operating economies. Each of the two primary products can produce acceptable profits alone, even if sales are 50% of projections, and either can take up the slack if the other unexpectedly experiences faltering sales. 

ATs also uses a ‘pull’ inventory growth strategy. Most car costs are delayed until the need for more capacity is ‘pulled’ by demand from advance sales, at which time additional cars are prepared for service, eliminating surplus capacity (inventory). Typical reservations are made from seven months to a year or more before the departure date. During this time car improvements can be completed.

Strategies include continuous assessment of evolving business factors with flexible options to make prudent changes that optimize sales and revenue, minimize expenses and enhance net income.

6. NO MEANINGFUL COMPETITION

There are no U.S. train vacations that are equivalent to or competitive with Journeys by Rail. None provide year round service and on board bedrooms with en-route layovers where passengers live on luxurious cars while enjoying nearby things to do.

Foreign luxury trains compete for the same international customers. Over many years most of their sales have been made by selected travel agencies that are associated with ATs. Therefore, these train vacation agency clients are accessible and provide a notable source of very qualified individual Journey by Rail consumers. ATs' individual Journey fares are profitably lower than fares charged by equivalent luxury foreign trains.

Journeys and other luxury vacation products sell to the same significant and rapidly growing luxury travel market. Unique Journey by Rail characteristics provide product differentiation that can create a consumer awareness advantage over typical upscale vacation properties. 

7. UNMATCHED MANAGEMENT

Our CEO, Barry Jones, has over 40 years of (click on) pertinent experience. He leads a growing team of managers, operating personnel and outsourced managing entities that provide unmatched (click on) combined capabilities.

8. PROPRIETARY AND EXCLUSIVE RIGHTS, AFFILIATIONS

ATs has various proprietary rights, contacts and exclusive relationships that support car acquisition and repair, train operations, itinerary development, marketing, sales, and related enhanced earning potential.

Tracks to Adventure™ is ATs’ trade name for tours and activities sold to passengers during Journey by Rail layovers. 

Production of a for profit travel oriented TV show will use ATs cars as a primary story feature, creating valuable promotional exposure.

Rights to Internet domain names like "Choo Choo Chat", "Choo Choo Chatter" and others expand promotional and customer service opportunities. 

Certain exclusive operational support, sales agent arrangements and induced barriers should further deter the introduction of competitive rail vacation services in the USA.

9. MARKETING AND SALES - PRESENT DEMAND EXCEEDS SUPPLY*

*Relatively huge domestic and foreign markets combined with already existing sales outlets/sources provide more than ample potential sources of consumers, and related traction. 

Pent-up interest, unique Journey by Rail characteristics associated with railroad travel,  and a resurgence of (click on) interest in luxury train vacations are expected to further enhance demand among American and international consumers wanting to enjoy the USA's only meaningful scheduled, luxury train vacations, and to entice travel agents and vacation sellers to market Journey products.

A very small share of identified pertinent segments of the (click on) large and rapidly growing luxury market is considered to be more than sufficient to achieve Journey by Rail product sales projections.

In early 2020 Covid-19 caused Amtrak to suspend train service on pertinent routes causing ATs to put the imminent start of operations and selling activities on hold until Amtrak renewed related operations, which is now occurring. Consumer demand has persisted, our departure dates are being reset and sales closings are being revived. 

• Individual Journeys: Sales are made directly and through travel industry outlets, particularly key agencies that feature the sale of train vacations. The sales volume of some single agencies is sufficient to absorb all individual Journeys for a few years, at their option. They already have lots of suitable leads because they have been selling luxury foreign train vacations for years; and, the sales capabilities of over 55,000 full time domestic travel agents and numerous tour operators/wholesalers is more than sufficient to sell every Journey. ATs' travel industry resource access is enhanced because our CEO has maintained industry relationships after owning the first nationwide and international travel agent franchise organization, which became north America’s largest retail travel agency group. ATs fares are profitably lower than (click on) equivalent foreign luxury train prices.
• Train’Shares: (click on) Timeshare (Train'Share) sales are thriving. We sell Train'Shares directly and through outside agents. (click on) RCI provides (click on) overall support. Its not in our forecast, but if just 0.1% of RCI’s 3,000,000 members (many buy/own multiple timeshares) purchased a Train’Share they would all be sold. In addition to other attributes, uncommon Train’Share timesharing benefits that enhance sales include the elimination of unreasonable fee increases, no payment of fees if Journeys (timeshares) are not used, and ATs will buy back Train’Shares. ATs generates revenue from Train'Share owner association management.
• Fractional interest (shared) ownerships: Sales are made directly, through brokers and some outside agencies to a growing higher end vacation market. Revenue also comes from fractional interest owner association management. Unpurchased fractional interest Journey time periods/inventories, if any, can be profitably sold as individual Journeys.

More than sufficient qualified potential buyers (leads) are expected from multiple existing sources including new or repetitive low cost print, internet and broadcast media editorial exposure, like the (click on) Robb Report (scroll down to the last paragraph), the "leading voice in the global luxury market", (click on) Departures Magazine (scroll down to Southern Comfort) , the "definitive guide to the world's best luxury travel", and other primary publications that follow and request information about ATs' Journeys by Rail.

10. REVENUE AND EARNINGS 

Sales were under way at the start of 2020 but were halted due to Covid-19 when Amtrak had to suspend pertinent operations.  Renewed sales and related revenue is imminent based on  Amtrak's present post Covid-19 renewal of suspended and the addition of new routes and services.

With minimal funding, annual revenue is expected to grow from about $3,000,000 in year one to $98,000,000 in year five, with cumulative five year revenue of about $254,000,000. 

Expected net income starts within eight months. Favorable expected year one annual  earnings (EBITDA) grow to about $34,000,000 per year in year five *. See the following chart.

Projected total (cumulative) five year earnings (EBITDA) are about $78  million, which are expected * but not guaranteed. 

*  Relatively high forecast earnings have been thoroughly scrutinized and are supported by:  (1) reduced expenses from collaborations with Amtrak, RCI and key travel entities; (2) low initial capital cost for cars, per passenger; (3) elimination of costly surplus inventory; (4) lucrative, (click on) competitive fares that can be raised to match (click on) increasing luxury (foreign) per person train prices; (5) income and cost benefits from a flexible, mixed use, multi revenue stream business model; (6) ample, existing selling agents and outlets; (7) growing consumer demand for (click on) luxury rail vacations, luxury travel and resort vacations and (click on) timeshares (Train'Shares, (8) no meaningful U.S. train vacation competition; (9) lots of traction; and, (10) ongoing scalability. However, forecasts are based on forward-looking expectations that are not guaranteed. Also see (click on) reasons for high profits.

Earning forecasts are calculated by ATs managers that are Class A shareholders and who are highly incentivized to achieve and surpass projections because they don't receive dividends until Class B shareholders (this offer) receive full remuneration of their investment.

11. VALUATION

The pre funding ATs valuation is purposely low at $947,000 which disregards desirable projected revenue and earnings expectations. This valuation is minimized to avoid over-optimism. It might realistically be notably higher if positive circumstances such as completed comprehensive startup requirements, market dominance, overall market size, imminent revenue and net income, approaching provision of Journeys and accelerating growth, unmatched management, other positive market forces and anticipated future earning multiples are objectively applied to different valuation formats. 

Based on the favorable earning projections, which are supported by enviable business advantages, ATs' post funding valuation should exceed $2,200,000 at the end of year one, $53,000,000 after year three and $139,000,000 in five years using a four times earnings (4X) ratio. See the following chart.

ATs share values increase along with the expected growing valuation of the business. The value and valuation is based on forward-looking numbers and assumptions that are not guaranteed.

Based on the initial minimal and subsequent favorable ATs valuation increases, share values should grow at relatively high rate, supported by enviable business advantages, increasing by up to X20 within two and X100+ within five years. See the following chart.

To maintain optimum share value we continue to prudently consider share dilution when deciding on best ways to acquire capital to pay for rail cars and related services.

Continuing consideration is being given regarding a DPO, merger, acquisition, and other capitalization opportunities that will be based on ATs’ business valuation. Management knows of major entities that have an interest in ATs, particularly after a short history of profitable operations.

12. THE COMPANY, CLASS 'A' AND CLASS 'B' SHARE DESCRIPTION

America’s Trains Inc. (ATs) is a Wyoming corporation. Senior management presently holds the majority of ATs' pre funding Class A common stock and is highly incentivized to prudently enhance  earnings to increase the value of their and other investor shares.

Covid-19 is the reason for this Class B investment opportunity because expected funding from travel industry sources was lost when their vacation operations and related revenue was curtailed due to the pandemic.

To date 1,238,540 Class A common voting shares have been vested/issued for a total equity investment of $618,112. Stock options provide for the sale of an additional 340,000 Class A shares to management and for reasons intended to enhance ATs’ business, at a price of not less than $0.50 per share, which may occur during this Class B share offering. The total number of Class A shares, issued and options that are not yet paid for, is 1,578,540.

Class A and Class B shares earn equal dividends.

Class B shares have preferred rights over Class A shares that provide for an earlier return of invested amounts, an option to sell Class B shares back at 130% of the purchase price, and other preferences. See "Class B Shares Preferred Rights Below".   

If ATs is party to an acquisition, merger or any other affiliation with a different entity that does or does not include conversion of shares to public company stock, each Class A share will be converted into three and each Class B share will be converted into one share or such other equivalently valued stock or right(s) so that a ratio of three for Class A shares and one for Class B shares occurs.

Three phases of Class B share funding includes an initial 83,334 shares offered at an 'early bird' special rate of $0.60 per share to raise $50,000.40, followed by up to an additional 285,713 Class B shares at $0.70 per share to raise up to another $199,999.10, a total of 369,047 shares raising up to a combined total of $249,999.50. Depending on evolving considerations up to an additional $750,000 may be raised by selling more Class B shares at an increased price per share of $0.80 or more.

13. CLASS B SHARES PREFERRED RIGHTS

Class B shares have preferred rights compared to Class A shares, which are summarized below and described in the (click on) Term Sheet and related (click on) Benefit Procedures.

• Stock Buyback by ATs: Between 730 and 760 days after Class B shares are purchased,  shareholders have the right to sell the shares back to ATs for a price equal to 130% of the total amount paid for them less the cash amount of Class B share dividends paid to such shareholder to date and less the cash value of used vacation Credits. 
• Reimbursement of Investment: Between 760 and 790 days after Class B shares are purchased, shareholders receive reimbursement of the full purchase price less the cash amount of dividends paid to them to date ("Reimbursement") and they keep their shares. This amount shall be credited towards payment of future dividends and shareholders do not have to repay the Reimbursement if such future dividends do not occur.  
• Vacation Bonus: Investors purchasing the first 83,334 Class B shares receive cash vacation credits (“Credits”) for use as payment towards up to 100% of the normal fare of Journeys by Rail, and up to 64% of the price for a choice of (click on) other vacations (“Other Vacations”) as may be available from a timeshare vacation exchange entity selected by ATs, which ATs may change at its sole discretion. The percent amount of Credits for available Journeys by Rail or Other Vacations is based on the amount invested. See the following chart for Credit amounts.
  
• Available Journey by Rail Use: In addition to other rights, all shareholders can purchase Journeys by Rail that might come available within 14 days of departure because of cancellations or otherwise, at a price equal to 35% of the normal Journey fare, on a first come first serve basis.  
• Anti-dilution: To avoid dilution of the percentage of total ATs earnings attached to a shareholder’s Class B shares, buyers of 15,000 or more Class B shares have a right to maintain their percentage ownership of the earnings of the Company by purchasing an additional proportionate number of shares of any future stock issue by the Company. This excludes stock transactions related to an acquisition, merger or any other affiliation with a different entity.
• Preferred rights to liquidation proceeds: In the very unexpected event that ATs asset liquidation occurs, Class B shareholders have preferred rights to net liquidation proceeds equal to the price paid for Class B shares less Reimbursement Payments, ahead of Class A shareholders, subject to prior rights of other lien holders or creditors; plus, any additional declared but unpaid dividends. This includes net proceeds from the sale of rail cars.

Depending on evolving factors, an additional $750,000 may be raised by selling more Class B shares at a price that would exceed $0.80 each. Other funding may include phases of equity financing, a merger or acquisition, arrangements for conversion of shares to public trading stock, and commercial equipment loans.

14. DEBT

ATs has no notable current debt. Long term debt includes loans from ATs' managers, most of which is expected to be repaid with equity stock that has already been authorized and, a rail car financing debt with manageable monthly payments that don't start until the car moves.