CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2018 |
Oct. 31, 2017 |
|
| OPERATING EXPENSES | ||
| General & administrative | $ 2,322,227 | $ 3,281,207 |
| TOTAL OPERATING EXPENSES | 2,322,227 | 3,281,207 |
| LOSS FROM OPERATIONS | (2,322,227) | (3,281,207) |
| OTHER INCOME (EXPENSE) | ||
| Interest expense | (15,833) | (11,509) |
| TOTAL OTHER INCOME (EXPENSE) | (15,833) | (11,509) |
| NET LOSS | $ (2,338,060) | $ (3,292,716) |
| LOSS PER SHARE (BASIC AND DILUTED) | $ (0.00) | $ (0.00) |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED) | 1,091,466,637 | 1,088,490,659 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) |
Preferred Stock [Member] |
Common Stock Class A [Member] |
Common Stock Class B [Member] |
Common Stock Class C [Member] |
Common Stock Class D [Member] |
Additional Paid-in Capital [Member] |
Stock Subscription Receivable [Member] |
Accumulated Deficit [Member] |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at Jul. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | $ 5,593,594 | $ (47,000) | $ (29,977,275) | $ (24,429,590) |
| Balance, shares at Jul. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
| Stock-based compensation | 106 | 106 | |||||||
| Net loss | (3,292,716) | (3,292,716) | |||||||
| Balance at Oct. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,700 | (47,000) | (33,269,991) | (27,722,200) |
| Balance, shares at Oct. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
| Balance at Jul. 31, 2018 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,909 | (47,000) | (40,824,793) | (35,276,793) |
| Balance, shares at Jul. 31, 2018 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
| Shares issued for option exercise | $ 14 | 1,533,149,986 | (1,533,150,000) | ||||||
| Shares issued for option exercise, shares | 14,410,000 | 14,410,000 | |||||||
| Stock-based compensation | 166 | $ 166 | |||||||
| Net loss | (2,338,060) | (2,338,060) | |||||||
| Balance at Oct. 31, 2018 | $ 2 | $ 2 | $ 1,005 | $ 48 | $ 48 | $ 1,538,744,061 | $ (1,533,197,000) | $ (43,162,853) | $ (37,614,687) |
| Balance, shares at Oct. 31, 2018 | 1,800,000 | 1,600,000 | 1,005,300,659 | 48,000,000 | 48,000,000 |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Accounting Policies [Abstract] | |
| NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects. The Company initially intends to develop a Midwest high-speed rail system for passengers and freight. Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2018 as reported in Form 10K, have been omitted. Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for Ameri Metro as GTI was inactive for the period from December 1, 2010 to October 31, 2018. Participating Profits Interest As at October 31, 2018, the Company has a 25% participating profits interest in sixteen related entities. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder. These entities have had no operations, assets, or liabilities, and as of October 31, 2018, the Company’s participating profits interest in these companies was $0. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended October 31, 2018 and 2017, the outstanding options are anti-dilutive. As a result, the computations of net loss per common shares is the same for both basic and fully diluted common stock. Potentially dilutive securities, which include 12,500,000 and 22,000,000 stock options as at October 31, 2018, and 2017, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this update should be applied under a modified retrospective approach. The new standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management does not plan to early adopt this guidance. The Company’s only lease as at August 1, 2019 is a month-to-month rent agreement for office space. The month-to-month rent agreement is considered a lease with a term of 12 months or less. As the lease standard does not require lessees to apply the guidance to arrangements with a lease term of 12 months or less, the Company expects the new standard to have no material impact on its consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Going Concern [Abstract] | |
| GOING CONCERN | NOTE 2 – GOING CONCERN These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. As at October 31, 2018, the Company has a working capital deficiency of $36,512,893 and has accumulated losses of $43,162,853 since inception. The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Payables and Accruals [Abstract] | |
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES As of October 31, 2018, $33,921,935 (July 31, 2018 - $31,720,348) is accrued in relation to various employment agreements, directorship agreements and audit committee agreements as described in Note 8. At October 31, 2018, the Company is indebted to the majority shareholder for $1,290,169 (July 31, 2018 - $1,282,361) for accrued interest of $41,163 on related party loans and $1,249,006 of consulting fees owed. |
LOANS PAYABLE - RELATED PARTIES |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Related Party Transactions [Abstract] | |
| LOANS PAYABLE - RELATED PARTIES | NOTE 4 – LOANS PAYABLE – RELATED PARTIES As of October 31, 2018, $1,102,856 (July 31, 2018 - $978,745) is due to the majority shareholder and due on April 30, 2021, with an interest rate of 3% per annum. At October 31, 2018, accrued interest on these loans is $41,470 (July 31, 2018 - $33,662), which is included in accounts payable and accrued expenses – related parties. At October 31, 2018, the Company is indebted to three directors of the Company for $1,050 (July 31, 2018 - $1,050) for expenditures incurred on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. |
STOCK PAYABLE |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Stock Payable [Abstract] | |
| STOCK PAYABLE | NOTE 5 – STOCK PAYABLE Effective October 2, 2014, the Company entered into an employment agreement with Mr. Shah Mathias (the Company’s founder and a majority shareholder) for the Head of Mergers and Acquisitions and Business Development, and as non-board member President (See Note 7). According to the agreement, the Company agreed to issue stock options of 1.2% of all authorized stock capitalization to Mr. Shah Mathias at the time of appointment. In addition, the Company agreed to issue shares of common stock equal to 10% of any shares issued under a public offering pursuant to a Form S-1 registration statement; and if shares are issued at such time to any other party Mr. Shah Mathias is to be issued an equal amount of shares. As of October 31, 2018, the Company has not completed its public offering pursuant to a Form S-1 registration statement. On April 3, 2015, the Company amended the employment agreement to eliminate the requirement to issue stock options of 1.2% of all authorized stock capitalization and, instead, agreed to issue Mr. Shah Mathias a total of 1.2% of Class A and Class B shares of common stock, and 1% of Class C and D shares of common stock at the time of the amendment. As of October 31, 2018, the Company has issued 48,000,000 shares of Class D common stock and 43,200,000 shares of Class C common stock pursuant to the employment agreement, and recorded $13,281 of stock payable for unissued stock consisting of 84,000 unissued Class A common stock, 4,800,000 unissued Class B common stock, and 48,000,000 unissued Class D Stock. |
CAPITAL STOCK |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Stockholders' Equity Note [Abstract] | |
| CAPITAL STOCK | NOTE 6 – CAPITAL STOCK On August 20, 2018, the Company reserved 100,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. 2015 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2015 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. On August 20, 2018, the Company reserved 100,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. 2018 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2018 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. On September 18, 2018, the Company reserved 150,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. Trust, for the purpose of any future purchases of commodities, supplies, equipment and other tangible items for current and future projects. The shares are being administered by the HSRF Statutory Trust on behalf of the Company and will be issued out of trust when the Company deems it appropriate to issue Class B shares of common stock for these purchases. On October 1, 2018, the Company reserved 18,000,000 each of Class C and Class D shares of common stock in the name of the Ameri Metro, Inc. Trust. The shares are being administered by HSRF Statutory Trust and reserved on behalf of the shareholders for future dividend disbursement. On October 23, 2018, Shah Mathias transferred 200,000,000 of his personal Class B Ameri Metro shares to the HSRF Statutory Trust. The transfer would permit the possible future purchase of equipment and services from designated vendors and suppliers. The transferred shares remain in Mr. Mathias’ control. On October 12, 2018, the Company issued 3,600,000 shares of Class B common stock to 3 officers and directors of the Company pursuant to the exercise of stock options granted on March 3, 2015 with an exercise price of $42 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares. At October 31, 2018, the $151,200,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable. On October 12, 2018, the Company issued 7,200,000 shares of Class B common stock to 6 officers and directors of the Company pursuant to the exercise of stock options granted on November 1, 2016 with an exercise price of $42 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares. At October 31, 2018, the $302,400,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable. On October 12, 2018, the Company issued 2,000,000 shares of Class B common stock to a consultant of the Company pursuant to subscription agreement entered on February 7, 2018. The shares were issued from the 2015 Equity Incentive Plan reserved shares. At October 31, 2018, the $503,750,000 of proceeds receivable for the sale of the shares had yet to be received and was recorded as stock subscriptions receivable. On October 12, 2018, the Company issued 10,000 shares of Class B common stock to a consultant of the Company pursuant to the exercise of stock options granted on October 11, 2018 with an exercise price of $460 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares. At October 31, 2018, the $4,600,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable. October 12, 2018, the Company issued 1,600,000 shares of Class B common stock to two officers and directors of the Company pursuant to the exercise of stock options granted on August 30, 2018 with an exercise price of $357 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares. At October 31, 2018, the $571,199,998 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable. |
STOCK OPTIONS |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK OPTIONS | NOTE 7 – STOCK OPTIONS On March 8, 2016, the Company adopted a stock option plan named 2016 Equity Incentive Plan, the purpose of which is to help the Company secure and retain the services of employees, directors and consultants, provide incentives to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock. On March 8, 2016, the Company granted 8,000,000 stock options to 4 officers and directors of the Company, exercisable at $42 per share and expire on March 8, 2026. The 8,000,000 options vest according to the following schedule: 3,200,000 options vest immediately and 800,000 vest annually for the next 6 years. The weighted average grant date fair value of stock options granted was $0.00009 per share. On June 12, 2019, the Company amended the vesting terms through a Directors’ Resolution so that the remaining 2,400,000 unvested options will vest on November 1 instead of March 8 of each subsequent year. On January 5, 2020, the Company amended the vesting terms of the remaining options and the vesting date was changed to August 30 of each subsequent year. During the three months ended October 31, 2018, the Company recorded stock-based compensation of $18 (2018 - $26) on the consolidated statement of operations as director fees. On November 1, 2016, the Company granted 14,000,000 stock options to 7 officers and directors of the Company, exercisable at $42 per share and expire on November 1, 2026. The 14,000,000 options vest according to the following schedule: 5,600,000 options vest immediately and 1,400,000 vest annually for the next 6 years. On June 12, 2019, the Company amended the vesting terms through a Directors’ Resolution so that 1,400,000 options originally vesting on November 1, 2018 are to be vested on October 12, 2018. On October 12, 2018, 7,200,000 shares were issued upon the exercise of the stock options. On January 5, 2020, the Company amended the vesting terms of the remaining options and the vesting date was changed to August 30 of each subsequent year. Furthermore, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. The weighted average grant date fair value of stock options granted was $0.00009 per share. During the three months ended October 31, 2018, the Company recorded stock-based compensation of $47 (2018 - $80) on the consolidated statement of operations as director fees. On February 7, 2018, the Company granted 2,000,000 stock options to a consultant of the Company, exercisable at various prices per share and expire on May 1, 2022. The exercise prices are as follows: 250,000 options at $60 per share, 350,000 options at $225 per share, 300,000 options at $250 per share, 300,000 options at $275 per share, 300,000 options at $300 per share, 500,000 options at $325 per share. On June 12, 2019, the Company amended the vesting terms so that all 2,000,000 options vested by October 12, 2018. On October 12, 2018, 2,000,000 shares that vested pursuant to the amendment were issued. The weighted average grant date fair value of stock options granted was $0.000005 per share. During the three months ended October 31, 2018, the Company recorded stock-based compensation of $4 on the consolidated statement of operations as consulting fees. On August 30, 2018, the Company granted 4,000,000 stock options to two officers and directors of the Company, exercisable at $357 per share and expire on August 30, 2028. The 4,000,000 options vest according to the following schedule: 1,600,000 options vest immediately, and 800,000 vest annually for the next 6 years. The weighted average grant date fair value of stock options granted was $0.000008 per share. On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. During the three months ended October 31, 2018, the Company recorded stock-based compensation of $96 on the consolidated statement of operations as director fees. On August 30, 2018, the Company granted 100,000 stock options to a consultant of the Company, exercisable at $460 per share and expire on August 30, 2028. The 100,000 options vest according to the following schedule: 40,000 options vest immediately, and 10,000 vest annually for the next 6 years. On October 11, 2018, the Company issued 10,000 shares upon the exercise of stock option. On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. The weighted average grant date fair value of stock options granted was $0.000009 per share. During the three months ended October 31, 2018, the Company recorded stock-based compensation of $1 on the consolidated statement of operations as consulting fees. A summary of the Company’s stock option activity is as follows:
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
At October 31, 2018, there was $507 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Plan. There was $nil intrinsic value associated with the outstanding stock options at October 31, 2018. |
COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Related and Non-related Party Agreements The Company has entered into agreements with related and non-related parties for identified projects. As of October 31, 2018 and through March 19, 2020, the Company has no commitments or obligations under these agreements due to lack of financing and the need for a feasibility study before each project is begun. The Company will be committed to perform agreed upon services once feasibility study is complete and financing is available. On September 30, 2018, the Company entered into a memorandum of understanding (“MOU”) to purchase 100% of Air Cyprus Aviation Limited (ACA) in exchange for £9,500,000. An amendment to the MOU was signed to cause the MOU to become binding which is subject to government regulatory approval. Employee Agreements The Company has entered into an employment agreement with the Chief Executive Officer (“CEO”) Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000. On April 21, 2017, the agreement was extended to April 21, 2021. The Company has signed an employment agreement with Mr. Shah Mathias (Company Founder) for the Head of Mergers and Acquisitions and Business Development, and as non-board member President, with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years. The Company Founder is also eligible to earn an annual bonus award of up to 100% of the annual base salary. In addition, the Company Founder is entitled to receive shares of the Company’s common stock (See Note 4). The Company has entered into an employment agreement with the Chief Engineer with an effective date of December 3, 2014. The term of the employment agreement is 3 years, with an annual base salary of $175,000. The Chief Engineer is also entitled to 1,000,000 shares of Class “B” common stock as a signing bonus. On December 30, 2014, the Company issued 1,000,000 shares of Class “B” common stock to the Chief Engineer. The Company has entered into a directorship agreement with a Director of the Company with an effective date of June 30, 2015. The initial term of the directorship agreement is one year, with an annual base salary of $150,000. The director is also entitled to 1,000,000 shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 shares of Class B common stock to the director. On March 17, 2016, the term of the agreement was extended to July 31, 2021. The Company entered into an employment agreement with the Chief General Counsel with an effective date of August 4, 2015. The term of the employment agreement is 3 years, with an annual base of $500,000. On March 17, 2016, the term of the agreement was extended to July 31, 2021. The Company entered into thirteen directorship agreements with thirteen Directors of the Company. The initial term of the directorship agreements is one year, with an annual base salary of $150,000. Each of the thirteen directors is also entitled to 1,000,000 shares of Class B common stock. On March 17, 2016, the term of the agreements was extended to July 31, 2021. On October 19, 2016, the Company appointed three individuals as Directors of the Company and the Audit Committee. On August 30, 2018, two new individuals were appointed to replace the two original individuals as Directors of the Company and the Audit Committee. The annual compensation for each of the individuals is $120,000. The Company has entered into an employment agreement with the President of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $650,000. The Company has entered into an employment agreement with the Chief Risk Officer of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $500,000. The Company has entered into an employment agreement with the Vice CEO of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $750,000. The Company has entered into an employment agreement with the Treasurer of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $600,000. The Company has entered into an employment agreement with the Non-Executive General Manager of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $160,000. The Company has entered into an employment agreement with the Chief Operations Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $425,000. The Company has entered into an employment agreement with the Chief Financial Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $375,000. As of October 31, 2018, and July 31, 2018, total accrued compensation expenses to related parties were $33,921,935 and $31,720,348, respectively. Operating Lease On April 30, 2014, the Company terminated its existing office space lease, and entered into a new month-to-month rent agreement for office space. The new agreement which commenced on November 1, 2015, calls for monthly rent payments of $1,440. The terminated lease agreement has not been resolved as to payment of existing amounts due or as to any early termination fees. According to the lease agreement, the Company’s unpaid rental balance shall bear interest until paid at a rate equal to the prime rate of interest charged by the M&T Bank, plus 2 percent. Late payment charge is $25 per day beginning with the first day following the due date. As of October 31, 2018, the Company recorded unpaid rent expense of $27,753 (July 31, 2018 - $27,753), and accrued interest and late fee of $143,451 (July 31, 2018 - $136,780). Legal Proceedings On September 14, 2017, the Company received a letter from Zimmerman & Associates, on behalf of J. Harold Hatchett, III and Ronald Silberstein, claiming breach of contract, wrongful termination, and wrongful violations of the Business Corporations Act, and knowingly inaccurate SEC Reporting against the Company and the board of directors. The Company plans to work amicably to come to a settlement. The Company received lawsuit on June 13, 2017 by Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff (the “Plaintiff Estate”). The Plaintiff Estate asserted a claim for $50,000 and 11,000 common class “B” shares of the Company relating to shares and accrued stipend beginning 2015. The Company, in 2015, had previously booked the liability of $50,000 without interest accruing and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. Company anticipates paying the $50,000 when the Company raises capital. |
INCOME TAXES |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | NOTE 9 – INCOME TAXES At October 31, 2018 and July 31, 2018, the Company’s deferred tax assets consisted of principally net operating loss carry forwards. The material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the financial statements consisted of accrued expenses and the change in the valuation allowance during the applicable period. The Company has recorded a 100% valuation allowance as management is uncertain that the Company will realize the deferred tax assets. The Company has filed its federal and state tax returns for the years ended July 31, 2018 and 2017. The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of October 31, 2018, the Company had approximately $7.9 million of federal and state net operating losses that may be available to offset future taxable income. The net operating loss carryforwards will begin to expire in 2030 unless utilized. The tax years 2017 and 2018 remain open to examination by the major taxing jurisdictions to which the Company is subject. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the 2017 Tax Cuts and Jobs Act ("2017 Tax Reform"). The 2017 Tax Reform significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. The Company has reasonably estimated the effects of the 2017 Tax Reform and recorded provisional amounts in the consolidated financial statements. This amount is primarily comprised of the re-measurement of federal net deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21%, from 34%. A rate of 21% is utilized for the period. The Company will continue to monitor additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, so we may make adjustments to the provisional amounts (if any). However, management's opinion is that future adjustments due to the 2017 Tax Reform should not have a material impact on the Company's provision for income taxes. The Company has a full allowance against the deferred tax asset and as a result there was no impact to income tax expense for the periods ended October 31, 2018. |
SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. On November 5, 2018, the Company issued 2,000,000 shares of Class B common stock to two officers and directors of the Company for services pursuant to directorship agreements dated August 30, 2018. On June 12, 2019, the Company amended Equity Incentive Plans, Subscription Agreements and Equity Agreements so that options issued after June 12, 2019 would have a strike price equal to the market price at that grant date. On January 10, 2019 the Company issued 25,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares and 25,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares for services rendered. On January 10, 2019 the Company issued 40,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to a Director for shares he should have received during a prior 4:1 stock split. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the Ameri Metro Inc. Trust reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the Ameri Metro Inc. Trust reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On June 17, 2019 the Company issued 1,200,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to a Director per November 1, 2016 Equity Agreement. On June 20, 2019, the Company issued an additional 200,000,000 Class B shares of common stock in the name of Ameri Metro, Inc. 2015 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2015 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. On June 29, 2019 the Company issued a total of 53,931,475 Class B common shares from the 2015 Equity Incentive Plan reserved shares held by HSRF Statutory Trust to (1) the sixteen related entities discussed in Note 1 to obtain a 25% ownership interest with no voting rights in each of the sixteen related entities and (2) to a project in order to obtain a 10% participating profits interest in the project. The Company’s majority shareholder obtains the remaining 90% participating profits interest in that project. Effective September 1, 2019, the annual base salary for the Company Founder, CFO and COO was increased to $1,500,000, $500,000 and $500,000 respectively. On January 5, 2020, the Company amended the employment agreement the Company entered with the Company Founder. Pursuant to the amendment, the annual base salary is increased to $1,500,000 commencing September 1, 2019 and the Company Founder shall be entitled to receive shares of the Company’s Class B common stock equal to 12% of the authorized number of shares or 480,000,000 shares. At no other time in the future will the Founder receive any additional shares of any class, other than additional shares resulting from future stock splits or granted by the Board of Directors. On January 5, 2020, the Company extended the term of the directorship agreements the Company entered with the CFO and COO till July 31, 2021. On January 5, 2020, the Company amended the terms of the outstanding options as follows: i) to change the vesting date for all options vesting on November 1 to August 30, and ii) to modify the exercise price for all options vesting on or after August 30, 2019 to $565 per share. On January 6, 2020, the Company registered HSRF Statutory Trust as the trustee for Ameri Metro Inc. Trust, Ameri Metro North America Pension Plan, Ameri Metro Universal Pension Plan, Ameri Metro Inc. 2018 Equity Incentive Plan and Ameri Metro 2015 Equity Incentive Plan. The related entity Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of each entity. The Company has no jurisdiction or authority over the entities. On January 7, 2020, the Company increased the voting rights of its Class A common stock to 40,000:1. On January 7, 2020, the Company increased the number of authorized shares of its Class B common stock to 10,000,000,000 shares. On January 7, 2020, the Company created 40 series of Class C common stock for the purpose of equity participation in forty infrastructure projects. The Company increased the number of authorized shares of its Class C common stock to 8,000,000,000 shares, of which 7,500,000,000 shares are allocated evenly to the 40 series. On January 7, 2020, the Company created 40 series of Class D common stock for the purpose of equity participation in forty infrastructure projects. The Company increased the number of authorized shares of its Class D common stock to 8,000,000,000 shares, of which 7,500,000,000 shares are allocated evenly to the 40 series. On January 7, 2020, the Company reserved 37,500,000 shares in each series of Class C common stock in the name of the Ameri Metro, Inc. Trust. The shares are being administered by HSRF Statutory Trust and reserved on behalf of the shareholders for future acquisition, joint venture, and other project related expenses. The related entity Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of Ameri Metro, Inc. Trust. The Company has no jurisdiction or authority over Ameri Metro Inc. Trust. On January 7, 2020, the Company reserved 37,500,000 shares in each series of Class D common stock in the name of the Ameri Metro, Inc. Trust. The shares are being administered by HSRF Statutory Trust and reserved on behalf of the shareholders for future acquisition, joint venture, and other project related expenses. The related entity Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of Ameri Metro, Inc. Trust. The Company has no jurisdiction or authority over Ameri Metro Inc. Trust. On January 7, 2020, the Company reserved another 200,000,000 shares of Class B common stock in the name of the Ameri Metro, Inc. Trust. The shares are being administered by HSRF Statutory Trust on behalf of the Company. The related entity Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of Ameri Metro, Inc. Trust. The Company has no jurisdiction or authority over Ameri Metro Inc. Trust. On January 7, 2020, the Company issued a stock dividend of 14,273,490 shares of Class C common stock from the Ameri Metro, Inc. Trust reserved shares. On January 14, 2020, the Company issued 300,000,000 options to Penndel Land Company, a company owned by Company Founder, for approximately $1,370,000 of loans and accrued interest owed to the Company’s Founder as at December 31, 2019. These options are exercisable at various prices per share and expire on January 14, 2030. The exercise prices are as follows: 50,000,000 options at $665 per share, 50,000,000 options at $698 per share, 50,000,000 options at $735 per share, 50,000,000 options at $771 per share, 50,000,000 options at $810 per share, 50,000,000 options at $851 per share. On January 15, 2020, the Company issued 2,400,000 shares of Class B common stock upon the exercise of stock options. On January 18, 2020, the Company granted 2,000,000 stock options to a director of the Company, exercisable at $665 per share and expire on January 18, 2030. The 2,000,000 options vest according to the following schedule: 1,400,000 options vest immediately, 200,000 options vest on August 30, 2020, 200,000 options vest on August 30, 2021, and 200,000 options vest on August 30, 2022. The exercise price of the 600,000 options vesting on August 30, 2020, 2021 and 2022 are subject to re-set. On January 31, 2020, the Company approved a 100% stock dividend to all shareholders of Class B common stock at par. On February 18, 2020, the Company issued 3,561,180 shares of Class C common stock to acquire 2% of Global Infrastructure Bank. On March 19, 2020, the Company issued 1,200,000 shares of Class B common stock upon the exercise of stock options. |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
|---|---|
Oct. 31, 2018 | |
| Accounting Policies [Abstract] | |
| Nature of Business | Nature of Business Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects. The Company initially intends to develop a Midwest high-speed rail system for passengers and freight. Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan. |
| Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2018 as reported in Form 10K, have been omitted. |
| Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for Ameri Metro as GTI was inactive for the period from December 1, 2010 to October 31, 2018. |
| Participating Profits Interest | Participating Profits Interest As at October 31, 2018, the Company has a 25% participating profits interest in sixteen related entities. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder. These entities have had no operations, assets, or liabilities, and as of October 31, 2018, the Company’s participating profits interest in these companies was $0. |
| Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. |
| Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended October 31, 2018 and 2017, the outstanding options are anti-dilutive. As a result, the computations of net loss per common shares is the same for both basic and fully diluted common stock. Potentially dilutive securities, which include 12,500,000 and 22,000,000 stock options as at October 31, 2018, and 2017, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this update should be applied under a modified retrospective approach. The new standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management does not plan to early adopt this guidance. The Company’s only lease as at August 1, 2019 is a month-to-month rent agreement for office space. The month-to-month rent agreement is considered a lease with a term of 12 months or less. As the lease standard does not require lessees to apply the guidance to arrangements with a lease term of 12 months or less, the Company expects the new standard to have no material impact on its consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
STOCK OPTIONS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Schedule of Summary of Stock Option Activity | A summary of the Company’s stock option activity is as follows:
|
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| Schedule of Fair Value of Each Option Granted Weighted Average Assumptions | The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
|
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2018 |
Oct. 31, 2017 |
|
| Related Party Transaction [Line Items] | ||
| Participating profits interest in sixteen related entities | 25.00% | |
| Participating profits interest | $ 0 | |
| Potentially dilutive securities stock options excluded from computation of diluted net loss per share | 12,500,000 | 22,000,000 |
| Majority Shareholder [Member] | ||
| Related Party Transaction [Line Items] | ||
| Participating profits interest in sixteen related entities | 75.00% | |
| Percentage of voting control | 100.00% | |
GOING CONCERN (Details) - USD ($) |
Oct. 31, 2018 |
Jul. 31, 2018 |
|---|---|---|
| Going Concern [Abstract] | ||
| Working capital deficiency | $ 36,512,893 | |
| Accumulated losses | $ 43,162,853 | $ 40,824,793 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) |
Oct. 31, 2018 |
Jul. 31, 2018 |
|---|---|---|
| Accrued compensation expenses - related parties | $ 33,921,935 | $ 31,720,348 |
| Indebted amount | 1,050 | 979,795 |
| Accrued interest | 41,470 | 33,662 |
| Majority Shareholder [Member] | ||
| Indebted amount | 1,290,169 | $ 1,282,361 |
| Accrued interest | 41,163 | |
| Consulting fees | $ 1,249,006 |
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) |
Oct. 31, 2018 |
Jul. 31, 2018 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Due to majority shareholder | $ 1,102,856 | $ 978,745 |
| Accrued interest | 41,470 | 33,662 |
| Unsecured, non-interest bearing and due on demand [Member] | ||
| Related Party Transaction [Line Items] | ||
| Due to three directors | $ 1,050 | $ 1,050 |
| Due on April 30, 2021 [Member] | ||
| Related Party Transaction [Line Items] | ||
| Interest rate | 3.00% |
STOCK PAYABLE (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Apr. 03, 2015 |
Oct. 02, 2014 |
Oct. 31, 2018 |
|
| Stock payable for unissued stock | $ 13,281 | ||
| Class D Common Stock [Member] | |||
| Shares issued under employment agreement | 48,000,000 | ||
| Unissued stock | 48,000,000 | ||
| Class C Common Stock [Member] | |||
| Shares issued under employment agreement | 43,200,000 | ||
| Class A Common Stock [Member] | |||
| Unissued stock | 84,000 | ||
| Class B Common Stock [Member] | |||
| Unissued stock | 4,800,000 | ||
| Mr. Shah Mathias [Member] | |||
| Percentage of stock options issued under employment agreement | 1.20% | ||
| Percentage of common stock issued under employment agreement | 10.00% | ||
| Mr. Shah Mathias [Member] | Class A and Class B shares of common stock after amendment [Member] | |||
| Percentage of stock options issued under employment agreement | 1.20% | ||
| Percentage of common stock issued under employment agreement | 1.20% | ||
| Mr. Shah Mathias [Member] | Class C and Class D shares of common stock after amendment [Member] | |||
| Percentage of common stock issued under employment agreement | 1.00% |
STOCK OPTIONS (Schedule of Summary of Stock Option Activity) (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Oct. 31, 2018 |
Jul. 31, 2018 |
|
| Number of Options | ||
| Outstanding | 22,000,000 | |
| Granted | 4,100,000 | |
| Exercised | (14,410,000) | |
| Outstanding | 13,690,000 | 22,000,000 |
| Weighted Average Exercise Price | ||
| Outstanding | $ 42.00 | |
| Granted | 359.51 | |
| Exercised | 106.39 | |
| Outstanding | $ 99.99 | $ 42.00 |
| Weighted Average Remaining Contractual Term | ||
| Outstanding | 8 years 3 months 11 days | 8 years 7 days |
| Aggregate Intrinsic Value | ||
| Outstanding |
STOCK OPTIONS (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2018 |
Oct. 31, 2017 |
|
| Share-based Payment Arrangement [Abstract] | ||
| Expected dividend yield | 0.00% | 0.00% |
| Expected volatility | 150.00% | 150.00% |
| Expected life (in years) | 10 years | 10 years |
| Risk-free interest rate | 1.83% | 1.83% |
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended |
|---|---|---|
Dec. 22, 2017 |
Oct. 31, 2018 |
|
| Percentage of valuation allowance as management is uncertain that Company will realize the deferred tax assets | 100.00% | |
| Federal and state net operating losses | $ 7.9 | |
| Federal and state net operating losses expiration period | Jul. 31, 2030 | |
| Tax rate | 21.00% | |
| Minimum [Member] | ||
| Tax rate | 21.00% | |
| Maximum [Member] | ||
| Tax rate | 34.00% |