Invest in America's Trains : The only upscale, luxury USA train vacations, with deluxe bedrooms and layovers | Wefunder

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If you invest, you're betting America's Trains will be worth more than $1.1M in the future

EQUITY DILUTION AND RELATED BENEFITS Our objectives include raising sufficient capital to optimize business growth while minimizing a reduction (dilution) of shareholder ownership percentage and maximizing share values. This crowdfunding offering and the related creation of a pool of investors may become a transitive measure preceding further capitalization to finance accelerated future domestic and foreign growth objectives by appropriate means that could provide for over the counter ("OTC") or other public trading of shares, pursuant to SEC and State regulations. If such related new equity is issued an increase of the total shares outstanding would have a dilutive effect on the ownership percentage of existing shareholders; however, such dilution would be expected to be offset by an increase in share values

THE NEED/DEMAND AND OUR RESPONSE

There has been no regular, upscale train vacations and none with 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

Our Journeys fill a worldwide need. ""; they are for those who are used to finer things in life, and folks that want to treat themselves to very special vacations. The vacation value and experience dwarfs the cost.Demand for luxury train vacations exceeds available inventory

Covid-19 is does not present a continuing problem. Journeys by Rail .avoid related risks

INVESTMENT - PREFERRED BENEFITS SYNOPSIS

Investment proceeds will be used to expedite company growth to meet surplus demand

If you are included in the 1st $50,000 invested in :Class B common shares

In addition to favorable projected earnings, as a Class B common shareholder you also:

Initial funding of up to $250,000 will come from the sale of Class B common shares in two segments, $50,000 at $0.60 and $200,000 at $0.70, followed by up to another $750,000 as warranted. Funds will be used to expedite introduction of additional cars and related passenger capacity to meet anticipated growing demand

Investors get benefits that are not available anywhere else

THE FINEST RAIL CARS, ENGINES

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

Up to 38 with about 140 deluxe bedrooms having private bathrooms and large beds will enter service over several years, beginning with the (cars are named after flowers), a two level four bedroom car with full dining and lounges. The Sunflower has already been mechanically rebuilt and is Amtrak certified. Additional interior enhancements are being finished during the Covid-19 induced service delay, including an ECO friendly waste disposal system and interior modifications.ATs cars Sunflower

Amtrak pulls our cars on a regular basis as part of their trains pursuant to a recently updated private rail car movement contract. Cars are also 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 in great part offset by elimination of costs for switch engines to move cars to and from parking locations at layovers.Amtrak's order for replacement cars with enhanced interior designs for commuter services will create an available pool of retired Amtrak certified cars that ATs can convert to luxury vacation rail cars. Circumstances arising out of Covid-19 and revised Amtrak terms for pulling individually owned cars have caused many private owners to stop recreational operation of their cars and to offer them for sale. This enhances availability and reduces prices of ATs cars

PRODUCTS, MULTIPLE REVENUE STREAMS

ATs' Journeys by Rail will experience no continuing undesirable affect from and after Covid-19 diminishes (see ). Scheduled and expanding departure dates will include a growing number of luxurious cars on five to eight night all-inclusive Journey by Rail ("Journey") vacations throughout the USA and into Canada, being sold as (1) , (2) (timeshares) with rights to annual or more frequent Journeys, and (3) (shared) ownership in some self sufficient cars.Covid-19 individual (single) Journeys Train'Shares fractional interests

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

Journey services are meant to redefine upscale vacations by their distinctive luxury, exclusive personalization, impeccable hospitality, unique ambiance, unmatched on board experiences, and rewarding off-car things to do during en-route layovers while passengers live on board luxurious rail cars

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

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 devel0pers (Marriott, Disney, 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

We also use 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. It only takes several months to improve a rail car

Strategies include continuous assessment of business metrics and factors with flexible options to make prudent changes that optimize sales, revenue, net income and that minimize expenses.NO MEANINGFUL COMPETITION

There are no U.S. train vacations that are equivalent to or competitive with Journeys by Rail

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

UNMATCHED MANAGEMENT

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

PROPRIETARY AND EXCLUSIVE RIGHTS, AFFILIATIONS

ATs has various proprietary rights, contacts and exclusive relationships that support car acquisition and repair, car 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

A for profit travel oriented TV show will be produced using ATs cars as a primary 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 service in the USA

*MARKETING AND SALES - PRESENT DEMAND EXCEEDS SUPPLY

*Relatively huge domestic and foreign markets combined with already existing sales outlets/sources should provide more than ample sources of consumers

Pent-up interest, unique Journey by Rail characteristics associated with railroad travel, and a resurgence of vacations are expected to further entice demand among American and international consumers wanting to enjoy America's only meaningful scheduled, luxury travel vacations; and from travel agents and others wanting to sell Journey products.interest in luxury train

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

caused Amtrak to suspend train service on some routes causing us to put marketing and sales activities on hold until renewed departure dates can be confirmed with Amtrak, which is occurring now. Consumer demand has persisted and sales closings are being revived. Covid-19

More than sufficient qualified potential buyers (leads) are expected from multiple existing sources including low cost internet and broadcast media editorial exposure, like (1) the (scroll down to the last paragraph), the "leading voice in the global luxury market", (2) the recent edition of (scroll down to Southern Comfort) , the "definitive guide to the world's best luxury travel", and (3) other primary publications that follow and request information about ATs' Journeys by Rail.October 2020 edition of the Robb Report Departures Magazine

REVENUE AND EARNINGS

Sales were under way at the start of 2020 but were halted due to Covid-19 which caused Amtrak to suspend various operations. Renewed sales are now imminent based on Amtrak's implementation of its post Covid-19 timetable

Annual gross revenue is expected to grow from about $3.0 million in year one to around $84.8 million in year five. Forecast annual EBITDA is around $1.0 million in year one and $42.3 million in year five. These projections are not guaranteed.Cumulative five year gross revenue is forecast to be about $226.3 million (excluding $6.9 million of uncollected accrued Train'Share sales revenue) and forecast five year EBITDA is around $114.0 million *, as reviewed in the following chart

* Uncommonly high forecast EBITDA profit margins have been thoroughly scrutinized and are considered to be achievable because of: (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, that can be raised to match ; (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 , and , (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.competitive fares increasing luxury (foreign) train pricesper person luxury rail vacations luxury travel and resort vacations timeshares/Train'Shares

THE COMPANY

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

To date 1,238,540 Class A common voting shares ("Class A shares") have been or will be vested/issued for a total equity investment of $618,112; they have been paid for by cash, for provision of goods at cost and for services valued at under 40% of their market value. Stock options provide for the sale of an additional 340,000 Class A shares to management and otherwise for reasons intended to enhance ATs’ business, at a price of not less than $0.50 per share. The total number of Class A shares, issued and options that are not yet paid for, is 1,578,540

Class B common voting shares ("Class B shares") are being offered as described in Funding, below. If the present maximum fund raise occurs, 369,047 Class B shares will be issued. DEBT

ATs has no notable debt that is presently payable. Debt includes: loans from ATs' CEO, most of which is expected to be paid with equity stock that has already been authorized; and, financing of a rail car with no current payment requirement

FUNDING, CLASS B SHARES WITH PREFERRED BENEFITS

created the present Class B common share ("Class B shares") investment opportunity because expected funding from travel industry sources was lost when vacation operations and related revenue was curtailed due to the pandemic. Based on evolving considerations, other funding plans may include future phases of equity financing, a merger or acquisition, arrangements for conversion of shares to public trading stock, and commercial equipment loans.Covid-19

Initial funding of up to $250,000, followed by another $750,000 to the extent and if warranted, will expedite introduction of additional cars and related passenger capacity to meet anticipated growing demand

Present funding includes the equity offering of Class B common voting shares to raise up to $249,999.50. The first 83,334 Class B shares are being 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

An additional $750,000 may be raised by selling more Class B shares at an increased price per share, with fewer preferred benefits, depending on evolving considerationsClass B share rights are summarized below. See the and , and go to for details.Term Sheet Subscription Agreement Benefit Procedures

An additional $750,000 may be raised by selling more Class B shares at price that would exceed $0.70 each, with fewer preferred benefits, depending on evolving considerations that may include, but are not limited to, (1) increased demand for Journeys by Rail and a need to expedite the introduction of additional rail cars, (2) capital source variables including availability of economical commercial equipment (car) financing, (3) early payment for unpaid Class A shares, and (4) the extent of positive cash flow

VALUATION

The pre funding ATs valuation is purposely low at $947,000 which disregards desirable projected revenue and earnings expectations

The following section references forward-looking numbers and ATs assumptions that are not guaranteed

This pre funding 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, other positive market forces, and anticipated future earning multiples are objectively applied to different valuation formats. The valuation was higher prior to Covid-19 when expected funding from travel industry sources faltered because related vacation entity operations and their revenue was curtailed due to Covid-19; such a relationship would have also provided an ATs valuation increase because of operating benefits derived from a travel industry relationship. on ATs' growth and future valuation, although this cannot be guaranteed.We do not believe Covid-19 will have a lasting negative impact

Based on forecast business progress through the first 12 months, with expected net earnings starting in month seven, ATs' post funding valuation is expected to increase to at least $3,500,000 at the end of year one, as described in the following chart

Starting at $3,500,000 at the end of year one, if ATs is valued using anticipated EBITDA times 3, the valuation is about $139,000,000 after five years, as described in the following chart

The projected share value is desirable based on EBITDA projections divided by the total number of Class A and Class B common shares, which is 1,947,578 assuming that the present capitalization table is adjusted to include the maximum number of Class B shares that may be issued, to raise $1,000,000

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 leverage ATs’ business valuation based on actual and expected earnings potential. Management knows of major entities that do or may have an interest in ATs. At the present time, there are no such pending relationships

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