AMERI METRO, INC. (FORMERLY YELLOWWOOD), 10-K filed on 8/9/2018
Annual Report
v3.10.0.1
Document and Entity Information - USD ($)
12 Months Ended
Jul. 31, 2017
Aug. 03, 2018
Jan. 31, 2017
Entity Registrant Name Ameri Metro, Inc. (formerly Yellowwood)    
Document Type 10-K    
Document Period End Date Jul. 31, 2017    
Amendment Flag false    
Entity Central Index Key 0001534155    
Current Fiscal Year End Date --07-31    
Entity Filer Category Smaller Reporting Company    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Document Fiscal Year Focus 2017    
Document Fiscal Period Focus FY    
Entity Public Float     $ 0
Trading Symbol amgi    
Common Class A      
Entity Common Stock, Shares Outstanding   1,600,000  
Common Stock B      
Entity Common Stock, Shares Outstanding   1,054,247,802  
Common Class C      
Entity Common Stock, Shares Outstanding   48,000,000  
Common Class D      
Entity Common Stock, Shares Outstanding   48,000,000  
Preferred Class A      
Entity Common Stock, Shares Outstanding   1,800,000  
v3.10.0.1
STATEMENT OF FINANCIAL POSITION - USD ($)
Jul. 31, 2017
Jul. 31, 2016
[1]
Current Assets:    
Cash and cash equivalents $ 0 $ 27,160
Prepaid expenses 0 8,678
Total Current Assets 0 35,838
Office equipment, net 1,720 2,245
Prepaid Expenses and deposits 2,940 2,940
Total Assets: 4,660 41,023
Current Liabilities:    
Accounts payable and accrued expenses 145,492 250,460
Accrued compensation expenses 23,380,243 14,570,245
Loans payable - related party 521,539 785,420
Stock payable 13,281 13,281
Total Current Liabilities 24,060,555 15,619,406
Loans payable - related parties 373,695 0
Total Liabilities $ 24,434,250 $ 15,619,406
Stockholders' (Deficit)    
Preferred stock, authorized 200,000,000 200,000,000
Preferred stock, par value $ 0.000001 $ 0.000001
Preferred stock, shares issued and outstanding 1,800,000 1,800,000
Paid in Capital preferred stock $ 2 $ 2
Common stock class A, authorized 7,000,000 7,000,000
Common stock class A, par value $ 0.000001 $ 0.000001
Common stock class A, issued and outstanding 1,600,000 1,600,000
Paid in Capital Common stock class A $ 2 $ 2
Common stock class B, authorized 4,000,000,000 4,000,000,000
Common stock class B, par value $ 0.000001 $ 0.000001
Common stock class B, issued and outstanding 990,890,659 990,670,483
Paid in Capital Common stock class B $ 991 $ 991
Common stock class C, authorized 4,000,000,000 4,000,000,000
Common stock class C, par value $ 0.000001 $ 0.000001
Common stock class C, issued and outstanding 48,000,000 48,000,000
Paid in Capital Common stock class C $ 48 $ 48
Common stock class D, authorized 4,000,000,000 4,000,000,000
Common stock class D, par value $ 0.000001 $ 0.000001
Common stock class D, issued and outstanding 48,000,000 48,000,000
Paid in Capital Common stock class D $ 48 $ 48
Additional paid in Capital 5,593,594 5,592,682
Stock subscriptions receivable (47,000) (47,000)
Accumulated Deficit (29,977,275) (21,125,156)
Total Stockholders' Deficit (24,429,590) (15,578,383)
Total Liabilities and Equity Deficit $ 4,660 $ 41,023
[1] Fiscal year ending July 31, 2016 restated
v3.10.0.1
STATEMENTS OF OPERATIONS (Fiscal period August 1, 2015 to July 31, 2016 restated) - USD ($)
12 Months Ended
Jul. 31, 2017
Jul. 31, 2016
OPERATING EXPENSES    
General & administrative $ 8,807,896 $ 7,037,302
TOTAL OPERATING EXPENSES 8,807,896 7,037,302
LOSS FROM OPERATIONS (8,807,896) (7,037,302)
OTHER INCOME (EXPENSE)    
Interest expense (44,223) (37,499)
Other Fee 0 (5)
TOTAL OTHER INCOME (EXPENSE) (44,223) (37,504)
Loss $ (8,852,119) $ (7,074,806)
Loss per share (Basic and Diluted) $ (0.01) $ (0.01)
Weighted Average Common Shares Outstanding (Basic and Diluted) 1,086,130,405 1,079,348,529
v3.10.0.1
STATEMENTS OF STOCKHOLDERS' EQUITY (Fiscal Period ending July 31, 2016 restated) - USD ($)
Total
Common Stock A
Common Stock B
Common Stock C
Common Stock D
Preferred Stock
Additional Paid-in Capital
Stock Subscriptions
Retained Earnings
Total Equity
Stockholders' Equity   $ 7 $ 1,036 $ 43 $ 0 $ 2 $ 5,591,561 $ (47,000) $ (14,050,350) $ (8,504,701)
Shares, Outstanding   6,400,000 1,035,670,483 43,200,000 0 1,800,000 0 0 0 0
Stockholders' Equity at Jul. 31, 2015   $ 7 $ 1,036 $ 43 $ 0 $ 2 $ 5,591,561 $ (47,000) $ (14,050,350) $ (8,504,701)
Shares, Outstanding at Jul. 31, 2015   6,400,000 1,035,670,483 43,200,000 0 1,800,000 0 0 0 0
Reclassification of Class B Shares to Class D, Value   $ 0 $ (48) $ 0 $ 48 $ 0 $ 0 $ 0 $ 0 $ 0
Reclassification of Class B Shares to Class D, Shares   0 (48,000,000) 0 48,000,000 0 0 0 0 0
Reclassification of Class A Shares to Class C, Value   $ (5) $ 0 $ 5 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Reclassification of Class A Shares to Class C, Shares   (4,800,000) 0 4,800,000 0 0 0 0 0 0
Stock Issued During Period, Value, for compensation   $ 0 $ 3 $ 0 $ 0 $ 0 $ 747 $ 0 $ 0 $ 750
Stock Issued During Period, Shares, for compensation   0 3,000,000 0 0 0 0 0 0 0
Stock based Issued During Period, Value, for compensation   $ 0 $ 0 $ 0 $ 0 $ 0 $ 374 $ 0 $ 0 $ 374
Stock based Issued During Period, Shares, for compensation   0 0 0 0 0 0 0 0 0
Loss $ (7,074,806) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ (7,074,806) $ (7,074,806)
Stockholders' Equity   $ 7 $ 1,036 $ 43 $ 0 $ 2 $ 5,591,561 $ (47,000) $ (14,050,350) $ (8,504,701)
Shares, Outstanding   6,400,000 1,035,670,483 43,200,000 0 1,800,000 0 0 0 0
Stockholders' Equity (15,578,383) [1] $ 2 $ 991 $ 48 $ 48 $ 2 $ 5,592,682 $ (47,000) $ (21,125,156) $ (15,578,383)
Shares, Outstanding   1,600,000 990,670,483 48,000,000 48,000,000 1,800,000 0 0 0 0
Stockholders' Equity at Jul. 31, 2016 (15,578,383) [1] $ 2 $ 991 $ 48 $ 48 $ 2 $ 5,592,682 $ (47,000) $ (21,125,156) $ (15,578,383)
Shares, Outstanding at Jul. 31, 2016   1,600,000 990,670,483 48,000,000 48,000,000 1,800,000 0 0 0 0
Adjustment to shares outstanding, value   $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Adjustment to shares outstanding, shares   0 220,176 0 0 0 0 0 0 0
Stock Issued During Period, Value, for Stock-based compensation   $ 0 $ 0 $ 0 $ 0 $ 0 $ 912 $ 0 $ 0 $ 912
Stock Issued During Period, Shares, for Stock-based compensation   0 0 0 0 0 0 0 0 0
Loss (8,852,119) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ (8,852,119) $ (8,852,119)
Stockholders' Equity (15,578,383) [1] $ 2 $ 991 $ 48 $ 48 $ 2 $ 5,592,682 $ (47,000) $ (21,125,156) $ (15,578,383)
Shares, Outstanding   1,600,000 990,670,483 48,000,000 48,000,000 1,800,000 0 0 0 0
Stockholders' Equity $ (24,429,590) $ 2 $ 991 $ 48 $ 48 $ 2 $ 5,593,594 $ (47,000) $ (29,977,275) $ (24,429,590)
Shares, Outstanding   1,600,000 990,890,659 48,000,000 48,000,000 1,800,000 0 0 0 0
[1] Fiscal year ending July 31, 2016 restated
v3.10.0.1
STATEMENTS OF CASH FLOWS (Fiscal period August 1, 2015 to July 31, 2016 restated) - USD ($)
12 Months Ended
Jul. 31, 2017
Jul. 31, 2016
Net Cash Provided by (Used in) Operating Activities    
Loss $ (8,852,119) $ (7,074,806)
Issuance of stock for services 0 750
Depreciation 525 423
Stock-based compensation 912 374
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities 1,437 1,547
Increase (Decrease) in Operating Liabilities    
Prepaid expense and deposits - period 8,678 (10,118)
Accounts payable and accrued expenses - period (104,968) 93,967
Accrued compensation expenses - period 8,809,998 6,765,417
Increase (Decrease) in Operating Liabilities 8,713,708 6,849,266
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities 8,715,145 6,850,813
Net Cash Provided by (Used in) Operating Activities (136,974) (223,993)
Net Cash Provided by (Used in) Investing Activities    
Purchase of property and equipment 0 (2,066)
Net Cash Provided by (Used in) Investing Activities 0 (2,066)
Net Cash Provided by (Used in) Financing Activities    
Proceeds from related party loan 121,862 631,650
Repayment of related party loan (12,048) (378,435)
Net Cash Provided by (Used in) Financing Activities 109,814 253,215
Net Decrease in Cash (27,160) 27,156
Cash, Beginning of Period 27,160 4
Cash, End of Period $ 0 $ 27,160
v3.10.0.1
STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES (Fiscal period August 1, 2015 to July 31, 2016 restated) - USD ($)
12 Months Ended
Jul. 31, 2017
Jul. 31, 2016
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS    
Interest paid $ 0 $ 0
Income taxes paid $ 0 $ 0
v3.10.0.1
Note 1 - Summary of Significant Accounting Policies - Business Nature
12 Months Ended
Jul. 31, 2017
Notes  
Note 1 - Summary of Significant Accounting Policies - Business Nature

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – BUSINESS NATURE

 

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.

v3.10.0.1
Note 2 - Going Concern
12 Months Ended
Jul. 31, 2017
Notes  
Note 2 - Going Concern

NOTE 2 – GOING CONCERN

 

These 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 July 31, 2017, the Company has a working capital deficiency of $24,060,555 and has accumulated losses of $29,977,275 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.

v3.10.0.1
Note 3 - Summary of Significant Accounting Policies
12 Months Ended
Jul. 31, 2017
Notes  
Note 3 - Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro, Inc. (“AMI”) and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation.

The Company’s major shareholder created several entities. The Company owns 25% of each via non-voting common shares. These entities have had no operation, as of July 31, 2017, the Company’s investment in these companies was $0.

The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for AMI as GTI was inactive for the period from December 1, 2010 to July 31, 2017.

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Financial Instruments

According to FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Guidance under ACS 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs such as quoted prices in active markets;

Level 2:

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's financial instruments consist of cash and cash equivalents, accounts payable, amounts due to related parties, loans payable, and loans payable to related parties. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

 

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

  

Property and Equipment

The capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation for book purposes. Office equipment has a useful life of five years.

 

Concentrations of Credit Risk

 

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 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 year. 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 years ended July 31, 2017 and 2016, the outstanding options are anti-dilutive. The Company has more than one class of common stock outstanding. However, the dividend rate of each outstanding class of common stock is equal. Therefore, the loss per common shares is the same for each class of common stock.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2017, there have been no interest or penalties incurred on income taxes.

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation including grants of employee stock options, based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

 

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its 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.

 

Subsequent Events

 

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

v3.10.0.1
Note 4 - Restatement of Financial Statements
12 Months Ended
Jul. 31, 2017
Notes  
Note 4 - Restatement of Financial Statements

NOTE 4 – RESTATEMENT OF FINANCIAL STATEMENTS

 

Subsequent to the issuance of the Company’s financial statements for the years ended July 31, 2016 and 2015, the Company determined that it had overaccrued certain accrued expenses and overstated loans payable in 2016. The Company also determined that it had underaccrued compensation expense, interest expense on unpaid rent and stock payable to a major shareholder. The Company has restated its 2016 current liabilities, general & administrative expense, and interest expense by those amounts.

Following is a summary of the restated changes made to the financial statements previously issued as of and for the year ended July 31, 2016.

 

AS Originally

Restate

As

Assets

Adjustments

Restated

Balance Sheets

Accounts payable and accrued expenses

$            1,069,608

$            (819,148)

$               250,460

Accrued compensation expenses

14,320,245

250,000

14,570,245

Loans payable – related parties

965,420

(180,000)

785,420

Stock payable

-

13,281

13,281

Total Stockholders’ Deficit

(16,268,289)

735,867

(15,532,422)

Statement of Operations

Total operating expenses

7,778,084

(740,782)

7,037,302

Loss from operations

(7,778,084)

740,782

(7,037,302)

Interest expense

(13,633)

(23,866)

(37,499)

Net loss

(7,791,722)

716,916

(7,074,806)

-

Statement of Cash Flows

Net loss

(7,791,722)

716,916

(7,074,806)

Accounts payable

796,636

(702,669)

93,967

Accrued expenses

6,615,417

150,000

6,765,417

Cash flows used in operating activities

(388,240)

164,247

(223,993)

Proceeds from related party loans

465,993

165,657

631,650

Repayment of related party loans

(32,778)

(345,657)

(378,435)

Cash flows provided by financing activities

433,215

(180,000)

253,215

Statement of Stockholder's Deficit

Common stock class C

5

43

48

Additional paid in capital

5,581,925

10,757

5,592,684

Accumulated deficit

$       (21,842,072)

$               716,916

$       (21,125,156)

v3.10.0.1
Note 5 - Property and Equipment
12 Months Ended
Jul. 31, 2017
Notes  
Note 5 - Property and Equipment

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of July 31, 2017 and 2016:

July 31, 2017

July 31, 2016

Office equipment

$                 3,663

$                 3,663 

Less: accumulated depreciation

(1,943)

(1,418)

Property and equipment, net

$                 1,720

$                 2,245 

 

Depreciation expense totaled $525 and $423 for the years ended July 31, 2017 and 2016, respectively.

v3.10.0.1
Note 6 - Loans Payable - Related Parties
12 Months Ended
Jul. 31, 2017
Notes  
Note 6 - Loans Payable - Related Parties

NOTE 6 – LOANS PAYABLE – RELATED PARTIES

On March 17, 2017, the majority shareholder consolidated five loans and the consolidated loan of $373,695 is due on October 31, 2018 and bears interest at 3.50% per annum. The consolidated loan is not substantially different from five original loans and the consolidation of the loans was accounted as modification of debt.

As of July 31, 2017, total of $894,184 (2016 - $784,370) is due to the majority shareholder, of which $509,486 is unsecured, non-interest bearing and due on demand, $7,600 is past due with an interest rate of 2% per annum, and $3,403 is past due with an interest rate of 3% per annum.  At July 31, 2017, accrued interest on these loans was $18,742 (2016 - $6,545).

 

At July 31, 2017, the Company is indebted to three directors of the Company for $1,050 (2016 - $1,050) for expenditures incurred on behalf of the Company.  The amount is unsecured, non-interest bearing and due on demand.

v3.10.0.1
Note 7 - Stock Payable
12 Months Ended
Jul. 31, 2017
Notes  
Note 7 - Stock Payable

NOTE 7 – STOCK PAYABLE

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. (See Note 9), According to the agreement, the Company agreed to issue 1.2% of all authorized stock capitalization to Mr. Shah Mathias. As of July 31, 2017 and 2016, the Company has issued 48,000,000 shares of class D and 43,200,000 shares of class C to Mr. Shah Mathias, and recorded $13,281 stock payable for unissued stock.

v3.10.0.1
Note 8 - Capital Stock
12 Months Ended
Jul. 31, 2017
Notes  
Note 8 - Capital Stock

NOTE 8 – CAPITAL STOCK

On August 3, 2015, the Company exchanged 4,800,000 shares of Class A common stock for 4,800,000 shares of Class C common stock and exchanged 48,000,000 shares of Class B common stock for 48,000,000 shares of Class D common stock.

On August 31, 2015, the Company issued 1,000,000 shares of Class B common stock to a director of the Company pursuant to directorship agreement entered on August 4, 2015. The fair value of these shares was $250 and was recorded as directors’ fees.

On September 10, 2015, the Company issued 2,000,000 shares of Class B common stock to two directors of the Company pursuant to two directorship agreements entered on August 4, 2015. The fair value of these shares was $500 and was recorded as directors’ fees.

During the year ended July 31, 2017, the Company issued 220,176 Class B common shares to correct the amount of shares issued to a shareholder as a result of the forward stock split.

v3.10.0.1
Note 9 - Stock Options
12 Months Ended
Jul. 31, 2017
Notes  
Note 9 - Stock Options

NOTE 9 – 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 6 years.  The weighted average grant date fair value of stock options granted was $0.00009 per share.  During the year ended July 31, 2017, the Company recorded stock-based compensation of $153 (2016 - $369) on the consolidated statement of operations.

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 6 years.  The weighted average grant date fair value of stock options granted was $0.00009 per share. During the year ended July 31, 2017, the Company recorded stock-based compensation of $759 (2016 - $ nil) on the consolidated statement of operations.

A summary of the Company’s stock option activity is as follow:

 

 

Number of Options

Weighted Average Exercise Price

$

Weighted Average Remaining

Contractual Term

Aggregate Intrinsic Value

$

Outstanding, July 31, 2015

 

 

 

 

 

 

 

Granted

8,000,000

42.00

 

 

 

 

 

 

 

Outstanding, July 31, 2016

8,000,000

42.00

 

 

 

 

 

 

 

Granted

14,000,000

42.00

 

 

 

 

 

 

 

Outstanding, July 31, 2017

22,000,000

42.00

9.02

 

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:

 

 

Year

Ended

July 31,

2017

Year

Ended

July 31,

2016

 

 

 

Expected dividend yield

0%

0%

Expected volatility

150%

150%

Expected life (in years)

10

10

Risk-free interest rate

1.83%

1.83%

 

 

 

At July 31, 2017, there was $762 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 July 31, 2017.

v3.10.0.1
Note 10 - Commitments and Contingencies
12 Months Ended
Jul. 31, 2017
Notes  
Note 10 - Commitments and Contingencies

NOTE 10 – COMMITMENTS AND CONTINGENCIES

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 as follows: when the Company issue shares for the Initial Public Offering, the Company Founder is to be issued 10% of the said shares; and if shares are issued at such time to any other party the Company Founder is to be issued an equal amount of shares.

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 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 1,000,000 post-split 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 post-split shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 post-split 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 former Chief Financial Officer (the “CFO”) with an effective date of August 4, 2015.  The term of the employment agreement was 3 years, with an annual base salary of $350,000.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.  Effective November 1, 2016, the annual base salary was increased to $500,000.  On August 24, 2017, the employment agreement was terminated. See Note 12

The Company entered into an employment agreement with the former Chief Operating Officer (the “COO”) with an effective date of August 4, 2015.  The term of the employment agreement is 3 years, with an annual base salary of $375,000.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.  Effective November 1, 2016, the annual base salary was increased to $500,000.  On August 24, 2017, the employment agreement was terminated. See Note 12.

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 salary 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 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.   Effective November 1, 2016, 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.

As of July 31, 2017 and 2016, total accrued compensation expenses were $23,380,243 and $14,570,245, 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 July 31, 2017, the Company recorded unpaid rent expense of $27,753, accrued interest and late fee of $110,170. As of July 31, 2016. The Company recorded unpaid rent expense of $27,753, accrued interest and late fee of $83,561.

 

Legal Proceedings

 

The Company received a lawsuit on June 13, 2017 by the Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff. 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 and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. However Mr. Berry’s estate felt it appropriate to file a lawsuit in 2017 to collect the $50,000.

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Note 11 - Income Taxes
12 Months Ended
Jul. 31, 2017
Notes  
Note 11 - Income Taxes

NOTE 11 INCOME TAXES

The potential benefit of net operating losses have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense for the years ended July 31, 2017 and 2016. At July 31, 2017, approximately $6.7 million of federal and state net operating losses were available to the Company to offset future taxable income, which will expire commencing in 2030. Given the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary.

The items accounting for the difference between income taxes computed at the statutory rate and the provision for income taxes consist of the following:

 

 

Year Ended               July 31, 2017

Year Ended

July 31, 2016

Computed income tax benefit at statutory tax rate

35%

35%

  Changes in allowance on deferred tax assets

(35%)

(35%)

      Total income tax expense

 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, the net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.

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Note 12 - Subsequent Events
12 Months Ended
Jul. 31, 2017
Notes  
Note 12 - Subsequent Events

NOTE 12 – SUBSEQUENT EVENTS

 

On August 24, 2017, the Board of Directors of the Company terminated Ronald Silberstein as Chief Operating Officer, Harold Hatchett as Chief Financial Officer and both as members of the Board of Directors.  Under dully executed employment agreements the Company reserved the right to terminate with or without cause. Under the employment agreement, the employee, directors and officers are limited to arbitration should any claim arise. Ronald Silberstein as Chief Operating Officer, Harold Hatchett as Chief Financial Officer believe they were unjustly terminated. All parties continue to work toward an amicable resolution as of the date of this report.

 

On August 24, 2017, the Board of Directors appointed Robert Choiniere as the interim Chief Financial Officer, a member of the Board of Directors and the president of the Company’s audit committee.

 

On June 13, 2018, Ameri Metro Ireland Ltd was established and facilitated by the founder of the Company and all outstanding stock was held by the founder. In July 2018, the founder of the Company transferred all of his ownership interest in Ameri Metro Ireland Ltd to the Company in exchange for reimbursement of out of pocket expenses incurred in forming Ameri Metro Ireland Ltd.  As such, Ameri Metro Ireland Ltd became the Company’s wholly owned subsidiary as of July 13, 2018.

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Note 3 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro, Inc. (“AMI”) and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation.

The Company’s major shareholder created several entities. The Company owns 25% of each via non-voting common shares. These entities have had no operation, as of July 31, 2017, the Company’s investment in these companies was $0.

The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for AMI as GTI was inactive for the period from December 1, 2010 to July 31, 2017.

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Note 3 - Summary of Significant Accounting Policies: Accounting Basis (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Accounting Basis

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.

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Note 3 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Basis of Presentation

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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Note 3 - Summary of Significant Accounting Policies: Financial Instruments (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Financial Instruments

Financial Instruments

According to FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Guidance under ACS 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs such as quoted prices in active markets;

Level 2:

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's financial instruments consist of cash and cash equivalents, accounts payable, amounts due to related parties, loans payable, and loans payable to related parties. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

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Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

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Note 3 - Summary of Significant Accounting Policies: Property and Equipment (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Property and Equipment

Property and Equipment

The capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation for book purposes. Office equipment has a useful life of five years.

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Note 3 - Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Concentrations of Credit Risk

Concentrations of Credit Risk

 

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

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Note 3 - Summary of Significant Accounting Policies: Use of Estimates (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 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.

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Note 3 - Summary of Significant Accounting Policies: Income (loss) Per Share (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
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 year. 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 years ended July 31, 2017 and 2016, the outstanding options are anti-dilutive. The Company has more than one class of common stock outstanding. However, the dividend rate of each outstanding class of common stock is equal. Therefore, the loss per common shares is the same for each class of common stock.

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Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Income Taxes

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2017, there have been no interest or penalties incurred on income taxes.

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Note 3 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Stock-based Compensation

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation including grants of employee stock options, based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

 

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

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Note 3 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its 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.

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Note 3 - Summary of Significant Accounting Policies: Subsequent Events (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Subsequent Events

Subsequent Events

 

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

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Note 10 - Commitments and Contingencies: Employee Agreements (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Employee Agreements

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 as follows: when the Company issue shares for the Initial Public Offering, the Company Founder is to be issued 10% of the said shares; and if shares are issued at such time to any other party the Company Founder is to be issued an equal amount of shares.

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 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 1,000,000 post-split 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 post-split shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 post-split 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 former Chief Financial Officer (the “CFO”) with an effective date of August 4, 2015.  The term of the employment agreement was 3 years, with an annual base salary of $350,000.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.  Effective November 1, 2016, the annual base salary was increased to $500,000.  On August 24, 2017, the employment agreement was terminated. See Note 12

The Company entered into an employment agreement with the former Chief Operating Officer (the “COO”) with an effective date of August 4, 2015.  The term of the employment agreement is 3 years, with an annual base salary of $375,000.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.  Effective November 1, 2016, the annual base salary was increased to $500,000.  On August 24, 2017, the employment agreement was terminated. See Note 12.

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 salary 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 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.   Effective November 1, 2016, 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.

As of July 31, 2017 and 2016, total accrued compensation expenses were $23,380,243 and $14,570,245, respectively.

v3.10.0.1
Note 10 - Commitments and Contingencies: Operating Lease (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Operating Lease

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 July 31, 2017, the Company recorded unpaid rent expense of $27,753, accrued interest and late fee of $110,170. As of July 31, 2016. The Company recorded unpaid rent expense of $27,753, accrued interest and late fee of $83,561.

v3.10.0.1
Note 10 - Commitments and Contingencies: Legal Proceedings (Policies)
12 Months Ended
Jul. 31, 2017
Policies  
Legal Proceedings

Legal Proceedings

 

The Company received a lawsuit on June 13, 2017 by the Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff. 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 and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. However Mr. Berry’s estate felt it appropriate to file a lawsuit in 2017 to collect the $50,000.