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Business and investment review

AMERICA’S TRAINS INC.

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For more product details go to: “Introduction”

“Individual Journeys by Rail”“Train’Shares”

“Fractional Interests” at www.americantrainvacations.com or on Youtube.

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Preeminent luxury vacations On the world’s finest passenger rail cars


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Secure investment and favorable earnings

with a bonus -luxurious leisure travel

Be a preferred stock owner


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America’s Trains Inc. provides an ideal coupling of individual Journey by Rail vacations on and the sale of shared ownership of distinctive, luxurious passenger train Cars.

“Journeys by Rail uniquely redefine luxury vacations with impeccable hospitality and fulfilling experiences not otherwise available”

INTRODUCTION

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America’s Trains

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INTRODUCTIONThe combination of market dominance, suitably limited capacity and surplus demand augments this most lucrative new high growth, scalable, American leisure/travel business; with expedited sustainable revenue, elimination of possible adverse issues, and desirable profits.

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America’s Trains

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INTRODUCTIONManagement’s unsurpassed railroad, timeshare, transportation and vacation industry skills gives America’s Trains essential proficiencies.

See America on board luxurious private rail Cars

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America’s Trains

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INTRODUCTIONEarlier rail Car acquisition activities ended and business progress was purposely delayed for a few years to avoid unfavorable economic conditions. Revitalized business development began in late 2014 after confirming that luxury vacation, timeshare and passenger rail markets did and would continue to more than adequately support ongoing objectives.

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America’s Trains

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INTRODUCTIONDevelopment of Journey by Rail products has been completed to the extent necessary to offer them for sale. The ‘time to market’ for primary vacation services is ‘zero’; selling activities are beginning.

Participation can be extremely rewarding

To provide for accelerated growth, the Company is appropriately enhancing already adequate management, operating, and funding capabilities.

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America’s Trains

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60 older Cars are acquired and improved within five years, including:• 42 sleeping, lounge, dining Train Set Cars with 175 bedrooms.

RAIL CARS

Train Sets

- Summary

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60 older Cars are acquired and improved within five years, including:• 42 sleeping, lounge, dining Train Set Cars with 175 bedrooms.• 7 self sufficient Private Cars with 2 or 3 bedrooms each.

RAIL CARS - Summary

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Private Cars

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60 older Cars are acquired and improved within five years, including:• 42 sleeping, lounge, dining Train Set Cars with 175 bedrooms.• 7 self sufficient Private Cars with 2 or 3 bedrooms each.• 6 Display Cars.

RAIL CARS

Train Sets

- Summary

Display Cars

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60 older Cars are acquired and improved within five years, including:• 42 sleeping, lounge, dining Train Set Cars with 175 bedrooms.• 7 self sufficient Private Cars with 2 or 3 bedrooms each.• 6 Display Cars. • 5 Activity Cars.

RAIL CARS - Summary

Activity Cars

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60 older Cars are acquired and improved within five years, including:• 42 sleeping, lounge, dining Train Set Cars with 175 bedrooms.• 7 self sufficient Private Cars with 2 or 3 bedrooms each.• 6 Display Cars. • 5 Activity Cars.

RAIL CARS - Summary

The total cost to acquire and improve 60 Cars is about $38.5 million, an average of $641,667 each, and up to $788,000 per Car (Dome Car). This cost is well below the market value of the finished Cars.The optimal rate of Car acquisition corresponds to the Company’s ‘pull’ and related just-in-time inventory business strategy that produces more Car accommodations only when needed, avoiding surplus capacity and costs; versus ‘push’ selling that needs to persuade consumers to acquire existing inventory.

Initial Car rights have been acquired. Improvements are under way or starting soon and Cars will begin to enter service in 2016.

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- Funding Criteria RAIL CARSJourney by Rail product sales are typically made from several months to a year in advance of related departures, which is longer than it takes to fully improve and place a Car in service. Cars can be acquired and improved after sales are confirmed; before the first related departure date. Backup Cars are available in case there is an unexpected delay. Sufficient sales income is held to pay the cost of Cars to assure that they are available when required.Overall passenger capacity growth is based on a ‘pull’ strategy using available consumer demand to generate sales of one Car which produces net revenue to pay for other Cars which generates more net sales revenue to pay for additional Cars; and so on.

Therefore,

Therefore,Ongoing consumer pull/demand = Sales and revenue = More Cars and passenger capacity

capital investment to acquire a couple of rail Cars provides enough inventory to generate sales revenue to pay for more Cars.

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- Car FinancingRAIL CARS

*Documentation for a $5 million Federal Railroad Administration RRIF loan with favorable terms is complete, but on hold until a related need is confirmed.

Although funding one Car can produce adequate inventory and revenue to effectively progress, added financing provides expedited inventory to support aggressive sales activities.Present stock offering funding is for $1million. However, excess demand might quickly make it appropriate to acquire more financing to accelerate Car introduction ahead of present forecasts. This could include a second round of equity funding at higher share prices, or an equipment loan* for Cars.

Minimum$650,000

Present$1,000,000

Tentative$5,000,000

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Equity funding of $1 million provides capital to pay amounts owed for two Cars and to complete improvements of the 1st. Two additional follow-up Cars have been selected; rights to more exist.The 1st Car is a three bedroom/dining/lounge Car costing $600,000 to acquire and improve. • 144 annual weekly Journey by Rail/Train’Share time periods (three bedrooms X 48 weeks); sufficient inventory for up to six months.• Net sales revenue that is allocated for and exceeds amounts needed to complete Car improvements of a 2nd and to acquire a 3rd Car.

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It provides:

This and/or other Cars may be replaced by preferred alternatives

- Initial CarsRAIL CARS

After improvements

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The 2nd Car is a dome Car with three bedrooms, dining and lounges. The total improved cost is $850,000.• An additional 144 Journey/Train’Share time periods; adding inventory for a few more months, at an accelerating rate of sales.• Allocated sales revenue exceeding the amount necessary to complete Car improvements of the 3rd and to acquire additional Cars.

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Current photograph

It provides:

After improvements

- Initial CarsRAIL CARS

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Cars are fully improved by America’s Trains.• Mechanically; up to Amtrak specifications plus added capabilities.• Interior; equal to the world’s best, with special passenger amenities.• With standardized components and equipment on all Cars.

From this

To this

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To this

- ImprovementsRAIL CARS

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PRODUCTS AND SERVICES1. Individual Journeys by Rail; on Train Sets and Private Cars2. Train’Shares; (timeshares) on Train Sets and Private Cars.

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Private Cars Train sets

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PRODUCTS AND SERVICES1. Individual Journeys by Rail; on Train Sets and Private Cars

• All inclusive.• For two persons in one deluxe bedroom.• Normally for 7 nights and 8 days.• Cashless; no money required for on board services.• Extended layovers at en-route destinations.• Fine dining, with or without reservations; breakfast, lunch, dinner, picnic baskets, snacks at any time.

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• 24 hour room service.• Menu options for guests with special dietary requirements.• All beverages with meals and at social events.

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• 24 hour room service.• Menu options for guests with special dietary requirements.• All beverages with meals and at social events.• On board activities and events.• Endless selection of off-train activities, prearranged or not.

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• 24 hour room service.• Menu options for guests with special dietary requirements.• All beverages with meals and at social events.• On board activities and events.• Endless selection of off-train activities, prearranged or not.• Bedding type and pillow selection.• Personalized, ultimate passenger care; beyond expectations.

Click on Individual Journeys at www. americantrainvacations.com for details

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PRODUCTS AND SERVICES1. Individual Journeys by Rail; on Train Sets and Private Cars2. Train’Shares; (timeshares) on Train Sets and Private Cars.

• Ownership for an initial term of 10 years, or perpetually.• One Journey by Rail each year.• Journeys can be used in advance or delayed for future use.• Maintenance Fees pay for fixed and re-occurring costs.• All-inclusive Fees pay for consumable and variable costs.• Fees are below charges for comparable real estate timeshares.• Fees don’t have to be paid if Journeys aren’t used; the Owner’s Association gets and sells the Journey for a profit.• Fees can’t increase beyond approved, expected amounts.• Owner’s can sell Train’Shares back to America’s Trains; they receive valuable consideration equal to the purchase price.• Journeys can be easily rented; Owners keep net income.• Journeys can be exchanged for resort vacations. Unique timesharing advantages support Train’Share sales.

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Click on Train’Shares at www. americantrainvacations.com for details

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PRODUCTS AND SERVICES2. Train’Shares; (timeshares) on Train Sets and Private Cars. 3. Fractional Interests; shared ownership of Private Cars.

• A 1/8th, 1/6th or 1/4 ownership of a Car; 4, 6 or 8 annual weeks.• Ownership for an initial term of 10 years, or perpetually.• Owners have depreciation rights as a tax deduction.• Exclusive use of Car, with crew, during ownership periods.• Journey times can be traded amongst Owners.• Journeys routes are selected by Owners. • Maintenance Fees pay for fixed and re-occurring costs.• All-inclusive Fees pay for consumable and variable costs. • Fees may not have to be paid if Journeys aren’t used; the Owner’s Association gets and sells the Journey for a profit.• Fees can’t increase beyond approved, expected amounts.• Owner’s can sell Fractional Interests back to America’s Trains.• Journeys can be easily rented, Owners keep net income.• Journeys can be exchanged for resort vacations.

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Click on Fractional Interests at www. americantrainvacations.com for details.

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PRODUCTS AND SERVICES4. Activity Cars; traveling with Train Sets.

• Special events while traveling to and at en-route destinations.• Weddings, business meetings, parties, various entertainment.• Exclusively for private parties, groups or open to everyone.• Available to passengers and others during destination layovers

for a reasonable fee.

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Go to www. americantrainvacations.com/activity-cars for details.

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PRODUCTS AND SERVICES

• Equipped to support comprehensive displays and presentations.• Used to promote specific or general products and services,

exclusively by a single or on a shared basis by multiple entities. • Full Car charters.• Shared presentation space rental on Cars.• Exterior signage; basic or full Car wraps.• Cars may have prolonged stays at some en-route destinations,

arriving with one and departing with a following train set.

4. Activity Cars; traveling with Train Sets 5. Display Cars; traveling with Train Sets.

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Go to www. americantrainvacations.com/display-cars for details.

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PRODUCTS AND SERVICES

• Manages Train’Share and Fractional Interest Owner Associations.• Sells Tracks to Adventure activities at en-route destinations.• Sells America’s Trains branded and gift items.• Sells additional and special order beverages.• Provides special request on board services for a reasonable fee.• Manages profitable Activity Car programs.• Manages Display Car services.• Manages train/Car operations in the USA and into Canada

5. Display Cars; traveling with Train Sets.

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6. Management Services; sources of net income.

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1. Unsurpassed vacation experience 2. No competition 3. Accomplished Management 4. Excess demand 5. Selling ability 6. Strategic, tactical business affiliations 7. Proprietary rights 8. Proven business model 9. Low cost inventory, on demand10. Essential cash management11. Undeterred earning potential12. Appealing Preferred Share benefits13. Desirable earnings per share14. Mitigated risk15. Present company value

FAVORABLE BUSINESS ATTRIBUTES

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Details about the above attributes follow:

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• The world’s most luxurious rail Cars.

1. Unsurpassed vacation experienceJourneys on Train Sets or personal Private Cars include:

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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.• Magnificent remote and rural scenery.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.• Magnificent remote and rural scenery.• Various en-route destinations; passengers live on board during visits.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.• Magnificent remote and rural scenery.• Various en-route destinations; passengers live on board during visits.• Unlimited off-train activities at en-route destinations.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.• Magnificent remote and rural scenery.• Various en-route destinations; passengers live on board during visits.• Unlimited off-train activities at en-route destinations.• Finest service, dining, complimentary meal/social event beverages.


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• The world’s most luxurious rail Cars.• Deluxe accommodations and amenities.• Itineraries, throughout the USA; into Canada.• Magnificent remote and rural scenery.• Various en-route destinations; passengers live on board during visits.• Unlimited off-train activities at en-route destinations.• Finest service, dining, complimentary meal/social event beverages.


• Elite, secure, safe travel.• Most distinctive luxury vacation in America.• Unsurpassed smaller group vacations.• Accepted as one of about 200 “lavish” Registry

Collection vacations; out of over 4,000 worldwide.

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See the Introduction at www. americantrainvacations.com; also click on Journeys by Rail.

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CanadianPacificCanada

RoyalScotsman

Britain

MarahajaExpress

India

Rovos Rail

Africa

America’sTrainsUSA

OrientExpressEurope

GoldenEagle

Europe

Typical single vacation, per person per day fares, comparable travel - 2015

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• Unrivaled value compared to other luxury train vacations.

Lower fares come from economical locomotive expense, the payment of operating costs from prepaid Train’Share Fees, a relatively low cost of inventory (Cars), and amortization of Car costs from Train’Share sales.

Train’Share owner per person per day Journey costs are much lower.

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Amtrak has been the only interstate passenger train service since the 1970s. There has been no regular, specific rail vacation or luxury train service and none with en-route layovers.

Amtrak

Mediocre cars

No layovers America’s Trains

Intriguing en-route layoversOthers

Some privately owned cars offer irregular trips with limited service on

shorter routes.

World’s finest CarsLower quality cars

Not competitive

2. No competition

This void is being filled by America’s Trains’ Journeys by Rail, in collaboration with Amtrak and regional railroads.

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- Market Void

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• Controlling, inclusive selling capabilities.• Existing exclusive relationships with key needed support entities.• Superior, comprehensive management.• A captive market; Train’Share owners, to-be satisfied customers.• Preferred access to suitable unimproved rail cars.• Unique capacity to economically rebuild Cars.

Other America’s Trains’ Journeys by Rail

Expected long term market share,

• There is no competition; Amtrak has mediocre cars, no layovers.• America’s Trains has:

“The early bird - - gets (has) the worm”

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2. No competition - DominanceAmerica’s Trains enjoys market dominance because:

• It would be very difficult for others to enter the market (time, cost, car access, research, market dominance, Company’s resistance, etc).

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3. Accomplished Management

Passenger train operations; Repair and rebuilding, including Amtrak certification; Route development; International consulting.

Some of management’s experience includes:Railroad:

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Some of management’s experience includes:

Rail service; Commuter airline; Helicopter company; Small cruise ships; America’s largest tour bus; 35 passenger hovercrafts.

Railroad:

Transportation:

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Rail service; Commuter airline; Helicopter company; Small cruise ships; America’s largest tour bus; 35 passenger hovercrafts. Major resort; Hawaii, East and West coast, Mexico, Canada.

Railroad:

Transportation:

Resort:

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And others

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Rail service; Commuter airline; Helicopter company; Small cruise ships; America’s largest tour bus; 35 passenger hovercrafts. Major resort; Hawaii, East and West coast, Mexico, Canada.Travel:

Railroad:

Transportation:

Resort: Travel agency franchisor, North America’s largest travel agent chain; First cruise only agency and franchise; Hundreds of travel tours and packages; Annualized sales over $400 million (current dollars); Cruise ship ownership; Produced travel oriented TV shows.

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Rail service; Commuter airline; Helicopter company; Small cruise ships; America’s largest tour bus; 35 passenger hovercrafts. Major resort; Hawaii, East and West coast, Mexico, Canada.Travel:

Timeshare:

Railroad:

Transportation:

Resort: Travel agency franchisor, North America’s largest travel agent chain; First cruise only agency and franchise; Hundreds of travel tours and packages; Annualized sales over $400 million (current dollars); Cruise ship ownership; Produced travel oriented TV shows. Timeshare sales; resort real estate and smaller cruise ship. Proficient in all pertinent areas of marketing and sales.Selling:

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Industry experience/involvement includes participation in:

AAPRCO (American Association of Private Railroad Car Owners) RPCA (Railroad Passenger Car Alliance) AAR (Association of American Railroads) - "JFSX" RTIA (Rail Travel International Association) CLIA (Cruise Line International Association) ARDA (American Resort Development Association) ASTA (American Society of Travel Agents) RCI (Resort Condominiums International) OSSN (Outside Sales Support Network - travel) IFA (International Franchise Association) Vacation.com


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America’s Trains has about 50 available bedrooms in year two and 175 within five years, a nominal amount compared to typical luxury resorts.

Pent-up domestic consumer interest and surplus foreign demand provides countless potential buyers for America’s ‘one of a kind’ luxury train vacations.

In addition to ample direct sales, travel outlets that specialize in train vacations can easily sell all available individual Journeys by Rail.America’s Trains targets wealthy consumers interested in luxury travel; a fastest growing segment of the vacation market.

Luxury travel consumers are “ready to pay a high price for an outstanding experience off the beaten tracks”.

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4. Excess Demand - Overview

A relatively small number of sales will produce optimum occupancy.

A minuscule share of existing markets is sufficient to achieve sales and revenue objectives.

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Numerous reports substantiate demand; some excerpts follow

The world’s increasing love of tourism grew at a record pace . . UN World Tourism Organization.

GENERAL TOURISM, VACATIONS

Tour operators continue to see an unprecedented boom in demand for domestic products. Americans aren’t done rediscovering their homeland.

The US can expect a 4 to 5 % average annual growth in tourism over the next five years . . 69.8 million foreign travelers per year - Actual 2014 growth was 7% to 75 million.

Boom Year Ahead! - USTOA tour operators are forecasting growth of up to 10% this year . . a bright future for tour and packaged vacations.

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4. Excess Demand - Tourism

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Numerous reports substantiate demand; some excerpts follow

Lots of bookings made far in advance . . clients are willing to spend more.

LUXURY TRAVEL

The luxury travel market is the fastest-growing segment of the travel industry worldwide.

The affluent are willing to spend . . It’s a good time to be targeting luxury consumers.

Luxury travel sales are strong, the luxury travel sector is indeed gaining momentum . . getting better and better.

In 2014 . . significant upswings in sales, a whopping increase of 45 percent over 2013.

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4. Excess Demand - Luxury travel

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Vacation-ownership earnings jumped 21% from a year earlier.

Timeshare EBITDA was $92 million for the fourth quarter, $297 million for the year, an increase of 18 percent.The U.S. timeshare industry enjoyed significant growth . . Annual sales volume increased nearly 11 percent, the average sales price rose nine percent. Revenue increased 8 percent . . as it pulled in more revenue from the sale of vacation ownership products.

Numerous reports substantiate demand; some excerpts followTIMESHARES / VACATION OWNERSHIP

Vacation ownership continues to lead in the leisure industry with steady growth . . One of the most profitable sectors in the hospitality market . . vast growth potential.

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4. Excess Demand - Timeshares

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4. Excess Demand - Timeshares

Incremental sustainable growth.In 2014, over 9.1 million American households owned a timeshare. Up to 1 million are potential Train’Share buyers.

America’s Trains is the only RCI train vacation affiliate.

Annual timeshare sales in the USA were $7.6 billion in 2013 and 8.2 billion in 2014; should exceed pre recession volume of $10.4 million by 2019. Projected Train’Share sales are a miniscule fraction of these amounts.

Thousands of RCI’s 5 million members are interested in owning multiple timeshares; they are qualified potential Train’Share buyers.

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Numerous reports substantiate demand; some excerpts followTIMESHARES / VACATION OWNERSHIP

Up to 8,400 Train’Shares will be sold over five years, an average of 140 per month; well below management’s past performance and a diminutive share of overall timeshare sales.

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4. Excess DemandNumerous reports substantiate demand; some excerpts follow

TRAIN VACATIONS / TOURS

Rail tours enjoy upswing as travelers seek new experiences . . Growing number of vacationers are turning to rail in the U.S.

It’s a huge opportunity . . country’s renewed thirst for rail and domestic travel . . Amtrak Vacations are really like the sleeping giant.

. . the tenth record in 11 years . . long distance routes had the best ridership in 20 years with 4.8 million passengers.

Mathew Stevenson - Author (railroad), traveler (train), CEO: Where are the creative railroad financiers, selling sleeping cars as timeshares or condos?

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- Railroad

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Demand for Journeys by Rail intensifies because:• There is no meaningful train competition in the United States.• The significant domestic market for Journeys is practically untapped.• Foreign markets are enormous compared to America’s Trains’ total

capacity of only 50 rooms in year two and 175 within five years.• A diminutive percentage of domestic and foreign target markets is

sufficient to produce enough qualified leads to meet respective sales expectations, which follow:

4. Excess Demand - JourneysOverall potential is enhanced

JOURNEY BY RAIL PRODUCTS

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Demand for Journeys by Rail intensifies because:• There is no meaningful train competition in the United States.• The significant domestic market for Journeys is practically untapped.• Foreign markets are enormous compared to America’s Trains’ total

capacity of only 50 rooms in year two and 175 within five years.• A diminutive percentage of domestic and foreign target markets is

sufficient to produce enough qualified leads to meet respective sales expectations, which follow:

4. Excess Demand - JourneysOverall potential is enhanced

JOURNEY BY RAIL PRODUCTS

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**

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*

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** **78% Because train travel in Europe is already a

favored form of transportation, it is reasonable to assume that European sales would be much higher if there was sufficient (more) inventory.

Projected % of Train’Share Sales, US and Foreign

Total, foreign 22%

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5. Selling Ability - Lead SourcesOverall interest is readily converted to Journey buyer leads because:• Millions of consumers are already available to existing travel industry

entities, many wanting to sell Journey by Rail products. • The client list of a few given retail train vacation specialists is sufficient

to produce buyers for every individual Journey by Rail.• Individual Journey by Rail leads are also potential Train’Share buyers.

TRAVEL INDUSTRYAgencies

ConsortiumsFranchisors

Tour OperatorsIndustry Connections

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5. Selling Ability - Lead SourcesOverall interest is readily converted to Journey buyer leads because:

TIMESHARE INDUSTRYRCI

Lead SuppliersExchange Companies

Vacation ClubsJourney ConversionsIndustry Connections

• Millions of consumers are already available to existing travel industry entities, many wanting to sell Journey by Rail products.

• The client list of a few given retail train vacation specialists is sufficient to produce buyers for every individual Journey by Rail.

• Individual Journey by Rail leads are also potential Train’Share buyers. • Access to existing timeshare consumers is available through industry

affiliations, like RCI with over 3 million members, and other timeshare entities working with America’s Trains.

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5. Selling Ability - Lead SourcesOverall interest is readily converted to Journey buyer leads because:

INTERNETCompany web sites

Train vacation web sitesTravel/vacation web sites

Social media

TRAIN/RAIL INDUSTRYTrade Associations

Foreign train operatorsIndustry Connections

DIRECTAdvertisingPromotions

Public RelationsReferrals

• Millions of consumers are already available to existing travel industry entities, many wanting to sell Journey by Rail products.

• The client list of a few given retail train vacation specialists is sufficient to produce buyers for every individual Journey by Rail.

• Individual Journey by Rail leads are also potential Train’Share buyers. • Access to existing timeshare consumers is available through industry

affiliations, like RCI with over 3 million members, and other timeshare entities working with America’s Trains.

• Qualified leads also come from Internet sources, the railroad industry and direct marketing.

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TRAVEL INDUSTRYAgencies

ConsortiumsFranchisors

Tour OperatorsIndustry Connections

TIMESHARE INDUSTRYRCI

Lead SuppliersExchange Companies

Vacation ClubsJourney ConversionsIndustry Connections

INTERNETCompany web sites

Train vacation web sitesTravel/vacation web sites

Social media

TRAIN/RAIL INDUSTRYTrade Associations

Foreign train operatorsIndustry Connections

DIRECTAdvertisingPromotions

Public RelationsReferrals

SALES

LEADS

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REVENUE

• An overall five year marketing budget of about $112 million ensures that necessary qualified buyer leads are generated as required.

• Multiple sources provide necessary leads/sales.5. Selling Ability - Lead Sources

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1. Retail travel agents 2. Travel tour operators 3. Travel franchisors/consortiums 4. Vacation exchange company 5. Advertising/promotion (excluding newly available social media leads) 6. Trade shows, exhibits 7. Purchased leads 8. Referrals 9. Other10. Conversion of individual Journey

by Rail sales leads

Number of leads

Number of presentations to leads

Number of sales

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Based on prior experience, confirmed arrangements and expectations of industry experts, the following examples are sources of attainable qualified leads, subsequent live presentations, and the sale of 8,400 Train’Shares in five years.

Results by source may fluctuate, but end results should not.

- Conversion5. Selling Ability

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Selling materials and aids, offering statements, Train’Share ownership and other documents are ready;

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- Implementation5. Selling Ability

And much more

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Selling materials and aids, offering statements, Train’Share ownership and other documents are ready;Car improvements are about to begin; triggering accelerated selling.

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Car operating requirements are in place.


A percentage of sales revenue is allocated to pay for Cars and ongoing marketing; ensuring expected sales and expanding Journey availability.

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Selling materials and aids, offering statements, Train’Share ownership and other documents are ready;Car improvements are about to begin; triggering accelerated selling.

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Car operating requirements are in place.


A percentage of sales revenue is allocated to pay for Cars and ongoing marketing; ensuring expected sales and expanding Journey availability.

Sales promotions include enticing pre operating, early buyer offers.Effective sales personnel are ready; selling programs are starting.

The marketing budget is high; $112 million within five years, 36% of gross revenue for all products combined, up to 60% for Train’Shares.

Starting Train’Share prices are profitably under $18,000, below overall average timeshare prices that exceed $20,400, $29,800 for equivalent luxury timeshares; and, Train’Shares are uniquely more attractive.Individual Journey by Rail fares are under $6,400 (per person double occupancy) before any discount, lower than other luxury trains.

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Based on experience and reasonable assumptions, the number of leads

and presentations to make one Train’Share sale are:

3.1 qualified leads - interested, with money and able to buy

1 Train’Share sale, average price over five years - $27,000

Substantive domestic and foreign market

Individual Journey by Rail sales also begin, producing related income. Fractional Interest sales promotion starts, with delayed income.

5. Selling Ability - Implementation

2.06 personal (live) presentations

Known sources provide required numbers of qualified leads.Market traction is sufficient to achieve sales projections.

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*

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6. Strategic, Tactical Business Affiliations

America’s Trains is the only RCI train affiliate; selected as one of about 200 in RCI’s luxury Registry Collection, out of over 4,000 resorts.

Amtrak pulls America’s Trains’ cars and provides support services at favorable rates pursuant to a related contract.

The Company has Arrangements with American Short Line and Regional Railroad Association members for train engine and support services.America’s Trains is a founding member of the Rail Travel International Association, a new and expanding exclusive group of the world’s fine passenger rail operators.

Travel franchisors and consortiums provide special access to 1,000s of typical retail travel agencies.

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6. Strategic, Tactical Business Affiliations

Ongoing communication with the Federal Railroad Administration and Surface Transportation Board.

Rail - Parts suppliers.Retail travel - Train only agencies/agents.

Timeshare - Marketing and sales support entities.Wholesale travel - Major tour operators.

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As the leading voice of the country’s travel industry, Brand USA (www.thebrandusa.com) works with the Federal Government to bring millions of new foreign visitors who spend billions of dollars in the United States. America’s Trains’ Journeys by Rail exemplify Brand USA’s travel opportunity messages.

Access to 1,000s of independent retail travel agents.

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7. Proprietary RightsSome operating, marketing and sales related resources include:• Americantrainvacations.com; with related web site.• Americastrain.com; with related specific Internet promotions.• Choochoochat.com; with related newsletter and sales materials.• Choochoochatter.com; with related blog.• Journeysbyrail.com; with related ‘franchised’ travel sales outlets. • Railtravelinternational.com logo; licensed use assigned to the

Rail Travel International Association.• Talkingluxury.com; also radio talk show featuring

luxury travel, including America’s Trains products.• Trains’Shares.com; Train’Shares™.• Tracks to Adventure™.

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Related activities and social media sites are active or being implemented.Exclusive tours America’s Trains TV show

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8. Proven Business ModelCombining typical upscale vacations and shared vacation ownership (timeshares) is a proven component of effective leisure industry business models used by major entities like Marriott and Wyndham.

Timeshare (Train’Share) sales create (1) substantial advance revenue ahead of first related occupancy dates, (2) assured future occupancy, and (3) Owner fees to pay annual operating expenses.

Individual vacation (Journey) sales produce (1) revenue, (2) occupancy in time periods not yet sold as timeshares, and (3) timeshare buyers.

Management has prosperous experience using this business model for cruise ship and resort projects; it is enhanced to benefit rail Car features.

Unique other benefits come from a ‘pull’ business strategy. Inventory costs can be limited to one or two rail Cars at a time until (1) existing Car sales income can pay for more Cars and (2) future Car occupancy is assured by advance individual vacation and/or Train’Share sales.

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The strategy used to manage inventory growth is based on consumer interest that ‘pulls’ expansion forward. Accommodation capacity is quickly increased by simply introducing additional Cars with bedrooms and amenities as needed to meet already assured advance sale requirements; ‘pulled’ by consumer demand. From 3 to 6 bedrooms can be quickly produced in a single Car.

9. Low Cost Inventory, on Demand

The cost to produce a Journey by Rail Train’Share time period including Cars and product delivery costs is 18.6% of revenue, below the 28 to 32% for equivalent real estate timeshare properties and vacation resorts.

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Therefore:• Surplus capacity is avoided; costs for unneeded Cars is eliminated.• Cars operate with optimum occupancy; net income is enhanced.• With proportional pricing America’s Trains can generate over 10%

more net income compared to competitive vacation products.

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10. Essential Cash ManagementCash management strategies include:• Continuing analysis provides timely, realistic cash flow management.• Capital expenditures (for rail Cars) occur as required by consumer

demand, after related future sales and income has been confirmed.• Forecasts include more than adequate sale incentive discounts for early

sales, and excessive projected expense for buyer financing costs.• Price discounts are accompanied and offset by reduced selling costs.• Sales receivables are minimal and none are unsecured.• The majority of operating costs occur after receiving related revenue.• Additional operating expenses are contingent on already confirmed

sources of future income.• Reserves and cash for contingencies grow to exceed $5 million.• After funding, there is no and any future long term debt will be for

Cars based on assured revenue for debt amortization.• Short term debt is expected to remain very low.• The ‘burn’ rate is nominal; net cash flow starts in about seven months.

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The cost of rail Cars is 12.32%, related service costs are 6.32%. Gross profit is 81.36%.

11. Undeterred Earnings PotentialIncreasing sales revenue allows accelerating acquisition of 60 Cars within five years, with related growing gross and net earnings.

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Gross, cumulative over 5 years: Including receivables - $312M Excluding receivables - $221M

Over five years, sustainable and verifiable earnings from the operation of 60 rail Cars includes:

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Positive cash flow occurs in about seven months.

**

11. Undeterred Earnings Potential

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Revenue is reduced in early months to budget for introductory discounts. Train’Share sales revenue is reduced

to provide for buyer financing costs.

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Pre tax net: Including receivables - $126M Excluding receivables - $96M

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**

**


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Net cash excludes reserves to pay unexpected contingency expenses.

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Pre tax net: Including receivables - $126M Excluding receivables - $96M

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New business programs start generating additional income before year 5.

**

**


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Per year net

Annual Performance, 5 Years

Per year gross

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11. Undeterred Earning PotentialA summary of previously described advantages and other factors that support earnings expectations include:

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• No competition, market dominance.• Uniquely desirable product.• Pent up domestic interest.• Surplus foreign demand.• Multiple, conjunctive revenue streams.• Relatively low initial cost to produce inventory (Cars).• No surplus inventory; Cars are acquired after sales, related income

and future occupancy has been confirmed.• Nominal debt.• Relatively low operating costs.• Assured advance Train’Share owner fees pay for operations. • Many expenses are revenue related.• A cash contingency fund is available.

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Significant scrutiny indicates that potential revenue is not

overstated.

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• Receive full reimbursement of invested amounts from dividends or other valuable considerations before earned dividends or other cash amounts are distributed to prior Common shareholders.

• Are secured by collateralized Cars until the full reimbursement occurs.• Have an option at the time of purchase to acquire a right to sell Shares

back to the Company for 1.4 X the amount paid for them (140%) during the 23rd month after the Shares were purchased; in which case the Company gets a similar right to repurchase the Shares at its option.

• Receive credits equal to the amount invested to pay about 75% of the cost of Journeys and luxury resort vacations for years to come; this number of credits is for early and will be reduced for later investors.

1,000,000 Class ‘A’ Preferred Shares at $1.00 each (Series A)Proceeds up to $1,000,000 are for the purchase of two rail Cars and the full improvement of one; improvement of the other is paid from revenue.All Shares have one vote and earn equal dividends.

12. Appealing Preferred Share Benefits

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Additionally, Preferred shareholders -

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There will be 2,286,250 outstanding shares, which includes 1,000,000 of the new Class ‘A’ Preferred and 1,286,250 original common shares.

Shareholder dilution is minimized.Over five years, projected pre tax net cash per $1.00 share is $42.00.

Presuming that a portion of the $42.00 per share earnings is invested to expand operations to enhance future Company performance,

after taxes the notable balance provides early and continuing desirable dividends.

13. Desirable Earnings Per Share

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Shareholders also have rights to luxurious Journeys by Rail, and worldwide vacations, at nominal cost; for example

13. Desirable Earnings Per Share

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• Phased expansion by using income from existing Cars to pay for more Cars only after future sales and occupancy has been confirmed.

• Train’Shares sales provide future occupancy, and fees to pay costs.• Substantial prior related experience of management.• Excessive marketing budget; $112 million within five years, 36% of

gross revenue for all products combined, up to 60% for Train’Shares.• Recession resistant business strategy and products.• Reduced seasonal income is eliminated because itineraries change to

avoid unwanted climates and related lower fares and occupancy.• Although considered unnecessary, reasonable exit strategies can avoid

financial loss.• And -

14. Mitigated Risk

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A summary of previously described advantages and other factors that support elimination of risk include:

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Collateralized Cars provide financial security for investors. Their ‘liquidation sale’ value should exceed invested amounts.

14. Mitigated Risk

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15. Present Company Value

• Brand value - Product names/brands are not yet well established. Consumer awareness should grow quickly.

• Business stage - Capabilities are developed, mature and ready to go.• Cash flow, post funding - 1st year $463,000, $47,000,000 in 5th year.• Competition - There is no meaningful train vacation competition.• Cost to duplicate fixed (excluding intellectual and exclusive rights) -

Over $500,000; and a newcomer must overcome many difficulties.• Debt - Pre funding rail Car payments $275,000, other $12,500. Post

funding $25,000.• Intellectual capital - The value of uniquely merged comprehensive

travel, railroad and timeshare capabilities has significant intangible value that may reasonably exceed $500,000, or much more.

• Inventory availability - Low cost, on demand, no surplus capacity.

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Based on overall attributes and the following factors, the present value of the Company is deemed to minimally be $1,290,000.

Continued

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15. Present Company Value• Litigation - None, no unusual expected.• Management - Superior existing capabilities are being and will be

supplemented by available persons to enhance expansion.• Market size - Relatively enormous; a miniscule share is required.• Marketing, sales - Existing capabilities are more than adequate.• Regulation difficulties - None, no unusual expected.• Return on investment (ROI) - If 80% of expected 5 year pre tax net

cash is returned to investors, a $1.00 Preferred Share earns $33.60.• Risk - In addition to other risk mitigation, Preferred Shareholders are

secured by collateralized rail Cars.• Share distribution - 56% of post funding outstanding stock will be

held by or for initial principals and management.• Size of opportunity - Accelerating growth in the first several years,

more thereafter.• Traction - More than adequate.

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How to enjoy preeminent Journeys by Rail,

1. Individual, single Journeys by Rail, or2. Train’Share (timeshare) ownership, or3. Fractional interest Car ownership

and desirable earnings


84

How to enjoy preeminent Journeys by Rail, and desirable earnings

As an investor in Class ‘A’ Preferred Shares, secured by collateralized Cars


85End of business presentation. See the following for related considerations

817 696-1507 [email protected] product, rewarding investment

For more information, go to www.americantrainvacations.com, click on: Journeys by Rail - Train’Shares - Fractional Interests

Or - Youtube link, top right of web page


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86817 696-1507 [email protected]

Details regarding Journey by Rail use and ownership of Train’Shares or Fractional Interests are more completely described in related documents that are available on request.

The information in this presentation is not intended and should not be construed to be a complete description of the facts, risks or consequences regarding the purchase of Preferred Shares, or as legal, accounting, tax, business, investment or other expert advice. Potential investors should perform their own independent investigation in all regards and are invited to ask questions and obtain additional details from America’s Trains Inc. concerning terms and conditions and any relevant matters to verify the accuracy of the information set forth herein.

This is not an offer to sell nor a solicitation to residents of any State, Province or other jurisdiction where registration requirements have not been fulfilled.

Some images in this presentation are examples.
