AMERI METRO, INC. (FORMERLY YELLOWWOOD), 10-Q filed on 12/10/2021
Quarterly Report
v3.21.2
Document and Entity Information - shares
3 Months Ended
Oct. 31, 2021
Dec. 10, 2021
Entity Central Index Key 0001534155  
Current Fiscal Year End Date --07-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Document Type 10-Q  
Document Period End Date Oct. 31, 2021  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-54546  
Entity Registrant Name AMERI METRO, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 45-1877342  
Entity Address, Address Line One 2575 Eastern Blvd.  
Entity Address, Address Line Two Suite 211  
Entity Address, City or Town York  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 17402  
City Area Code 717  
Local Phone Number 434-0668  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Preferred Stock [Member]    
Entity Common Stock, Shares Outstanding   1,800,000
Class A Common Stock [Member]    
Entity Common Stock, Shares Outstanding   3,284,000
Class B Common Stock [Member]    
Entity Common Stock, Shares Outstanding   4,289,637,844
Class C Common Stock [Member]    
Entity Common Stock, Shares Outstanding   191,051,320
Class D Common Stock [Member]    
Entity Common Stock, Shares Outstanding   114,000,000
v3.21.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Oct. 31, 2021
Jul. 31, 2021
Current assets    
Cash $ 107 $ 4,838
Funding receivable 10 10
Master consulting fee asset 0 0
Total Current Assets 117 4,848
Office equipment, net
Contract asset 300,000,000
Total Assets 300,000,117 4,848
Current liabilities    
Accounts payable and accrued expenses 2,799,043 2,587,816
Accrued expenses - related parties 1,252,771 1,252,571
Accrued compensation expenses - related parties 54,981,518 54,881,206
Loans payable - related parties 444,218 378,216
Contract liability 270,000,000  
Ameri Metro Inc. Trust Liability 30,000,000  
Bond indenture obligation 10 10
Deferred revenue 0 0
Total Liabilities 359,477,560 59,099,820
Stockholders' Deficit    
Preferred stock, par value $.000001, 200,000,000 shares authorized, 1,800,000 shares issued and outstanding 2 2
Additional paid in capital 247,468,006,817 247,303,957,909
Stock subscription receivable (247,297,597,000) (247,297,597,000)
Accumulated deficit (229,891,859) (65,460,478)
Total Stockholders' Deficit (59,477,443) (59,094,972)
Total Liabilities and Stockholders' Deficit 300,000,117 4,848
Class A Common Stock [Member]    
Stockholders' Deficit    
Common stock 3 1
Class B Common Stock [Member]    
Stockholders' Deficit    
Common stock 4,289 4,289
Class C Common Stock [Member]    
Stockholders' Deficit    
Common stock 191 191
Class D Common Stock [Member]    
Stockholders' Deficit    
Common stock $ 114 $ 114
v3.21.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Oct. 31, 2021
Jul. 31, 2021
Preferred stock, par value per share $ 0.000001 $ 0.000001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 1,800,000 1,800,000
Preferred stock, shares outstanding 1,800,000 1,800,000
Class A Common Stock [Member]    
Common stock, par value per share $ 0.000001 $ 0.000001
Common stock, shares authorized 7,000,000 7,000,000
Common stock, shares issued 1,684,000 3,284,000
Common stock, shares outstanding 1,684,000 3,284,000
Class B Common Stock [Member]    
Common stock, par value per share $ 0.000001 $ 0.000001
Common stock, shares authorized 10,000,000,000 10,000,000,000
Common stock, shares issued 2,939,018,899 4,289,637,844
Common stock, shares outstanding 2,939,018,899 4,289,637,844
Class C Common Stock [Member]    
Common stock, par value per share $ 0.000001 $ 0.000001
Common stock, shares authorized 8,000,000,000 8,000,000,000
Common stock, shares issued 145,045,680 191,051,320
Common stock, shares outstanding 145,045,680 191,051,320
Class D Common Stock [Member]    
Common stock, par value per share $ 0.000001 $ 0.000001
Common stock, shares authorized 8,000,000,000 8,000,000,000
Common stock, shares issued 96,000,000 114,000,000
Common stock, shares outstanding 96,000,000 114,000,000
v3.21.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Operating Expenses    
General & Administrative $ 164,431,181 $ 2,749,770
Total Operating Expenses 164,431,181 2,749,770
Loss From Operations (164,431,181) (2,749,770)
Other Expense    
Interest expenses (200) (800)
Total Other Expense (200) (800)
Net Loss $ (164,431,381) $ (2,750,570)
Net Loss Per Share - Basic & Diluted $ (0.04) $ (0.00)
Weighted Average Common Shares Outstanding - Basic & Diluted 4,597,207,947 3,391,327,000
v3.21.2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN 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, 2020 $ 2 $ 2 $ 2,939 $ 145 $ 96 $ 237,463,587,140 $ (237,457,597,000) $ (59,311,348) $ (53,318,024)
Balance, shares at Jul. 31, 2020 1,800,000 1,684,000 2,939,018,899 145,045,680 96,000,000        
Stock-based compensation           64     64
Issuance of Class B shares at par     $ 400     (400)      
Issuance of Class B shares at par, shares     400,000,000            
Issuance of Class C shares at par       $ 23   (23)      
Issuance of Class C shares at par, shares       23,000,000          
Issuance of Class C shares at par       $ 23   (23)      
Issuance of Class C shares at par, shares       23,000,000          
Shares issued to officers for cash     $ 2     9,839,999,998 (9,840,000,000.00)    
Shares issued to officers for cash, shares     2,400,000            
Net Loss               (2,750,570) (2,750,570)
Balance at Oct. 31, 2020 $ 2 $ 2 $ 3,341 $ 191 $ 96 247,303,586,756 (247,297,597,000) (62,061,918) (56,068,530)
Balance, shares at Oct. 31, 2020 1,800,000 1,684,000 3,341,418,899 191,045,680 96,000,000        
Balance at Jul. 31, 2021 $ 2 $ 1 $ 4,289 $ 191 $ 114 247,303,957,909 (247,297,597,000) (65,460,478) (59,094,972)
Balance, shares at Jul. 31, 2021 1,800,000 1,684,000 4,692,037,844 191,051,320 114,000,000        
Stock-based compensation   $ 2       164,048,908     164,048,910
Stock-based compensation, shares   1,600,000              
Net Loss               (164,431,381) (164,431,381)
Balance at Oct. 31, 2021 $ 2 $ 3 $ 4,289 $ 191 $ 114 $ 247,468,006,817 $ (247,297,597,000) $ (229,891,859) $ (59,477,443)
Balance, shares at Oct. 31, 2021 1,800,000 3,284,000 4,692,037,844 191,051,320 114,000,000        
v3.21.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (164,431,381) $ (2,750,570)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 103
Stock-based compensation 164,048,908 64
Change in operating assets and liabilities:    
Prepaid expense and deposits 32,750
Funding receivable
Master consulting fee asset
Accounts payable and accrued expenses 211,229 269,704
Accrued expenses - related parties 200 (314)
Accrued compensation expenses - related parties 100,313 2,352,812
Bond indenture obligation
Deferred revenue
Cash flows used in operating activities (70,731) (95,451)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from related party loans 66,000 84,440
Repayment of related party loans
Cash flows provided by financing activities 66,000 84,440
NET DECREASE IN CASH (4,731) (11,011)
CASH, BEGINNING OF PERIOD 4,838 28,396
CASH, END OF PERIOD 107 17,385
SUPPLEMENTAL CASH FLOW INFORMATION:    
Interest paid
Income taxes paid
NON CASH INVESTING AND FINANCING TRANSACTIONS:    
Contract Asset And Liabilities $ 300,000,000
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Oct. 31, 2021
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – 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.

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 unaudited interim condensed 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. The unaudited interim condensed consolidated statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2021 as reported in Form 10-K, have been omitted.

Principles of Consolidation and Investments

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 the results of operations for Ameri Metro and GTI.

The Company accounts for all investments where it has significant influence over the investee and related ownership of greater than 20% and less than 50% ownership. The Company evaluates all investees to determine if they are considered variable interest entities. The Company does not believe it has any variable interest entities where it is the primary beneficiary of the investee, nor is the Company required to absorb or guarantee debt obligations and net losses of any of its investees.

Participating Profits Interest

As at October 31, 2021 and 2020, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder, Chairman of the Board of Directors and Chief Executive Officer. These entities have had no operations, assets, or liabilities, and as of October 31, 2021 and 2020, the Company’s participating profits interest in these companies was $0.

On October 29th, 2021, Jewel’s Real Estate 1086 MASTER LLLP Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company (together, “Seller”) established in 2021, and Ameri Metro, Inc., a Delaware company (“Buyer”) established in 2011 entered into a Real Property’s Purchase of Development Rights and Sale Agreement (the “Agreement”). Pursuant to the Agreement, Seller provided Buyer all rights to develop and acquire easements and other rights that relate to certain real property consisting of 4,443 single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres for development of public schools, 20 acres for construction of civic buildings, and land for construction of sewer treatment facilities, located in California (the “Property”).

The purchase price for the Property (the “Purchase Price”) is Three Hundred Million Dollars ($300,000,000.00). Pursuant to this Agreement, Buyer paid to Seller an Option Fee in the form of shares of stock of Ameri Metro, Inc., equal to Thirty Million Dollars ($30,000,000.00) in the form of class B shares (6,383 shares) for a negotiated price of $4,700 per share. The class B shares were loaned to the Company from Ameri Metro Inc. Trust.

Jewel’s Real Estate 1086 MASTER LLLP is owned by the daughter of the CEO, Chairman and Founder of Ameri Metro, Inc.

F-5


The Company’s management has determined that acquisition of the Property does not constitute a business under S-X 3-05 and Item 2.01 of Form 8-K with reference to S-X 11-01(d) nor does the asset acquisition meet the business criteria under ASC-MG and ASC 805 for accounting purposes. Therefore, no historical financial statements are required to be provided.

Until the deed of trust is transferred from Jewel Real Estate 1086 MASTER LLLP to Ameri Metro, Inc., management will treat the contractual assets transferred as an indefinite life intangible asset, subject to annual impairment analysis. Upon transfer of the deed of trust to Ameri Metro, Inc. management will fully conduct a thorough accounting of the assets transferred in accordance with U.S. GAAP.

Use of Estimates

The preparation of 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 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.

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, 2021 and 2020, 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 includes 24,420,000 and 10,490,000 stock options as at October 31, 2021, and 2020, 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 December 2019, the FASB issued a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for us beginning August 1, 2021. Management determined that the adoption of this new standard had no material impact on our consolidated financial statements.

There were no other accounting pronouncements to be adopted or required to be adopted in the quarter ended October 31, 2021. For the impact of potential announcements on the Company’s Fiscal 2022 financial statements please see the July 31, 2021 Form 10-K.

v3.21.2
GOING CONCERN
3 Months Ended
Oct. 31, 2021
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, management’s business strategy involves commencing development of various economic development projects and closing of acquisitions that are expected to be profitable subject to the availability of financing to make these projects and acquisitions commercially successful. As at October 31, 2021, the Company has continuing losses from operations. 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 our coins for consumptive use, 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 consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

v3.21.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES
3 Months Ended
Oct. 31, 2021
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES

As of October 31, 2021, $59,033,333 (July 31, 2021 - $58,721,593 ) is accrued in relation to various employment agreements, directorship agreements, audit committee agreements and other payables.

F-6


To enhance disclosures although not required under US GAAP, as the balances and transactions are already disclosed throughout this Form 10-Q, or have not materially changed since our July 31, 2021 Form 10-K. The Company has summarized the related party balances as of October 31, 2021 and July 31, 2021 and the transactions between related parties recorded for the three months ended October 31, 2021 and 2020 below:

Balance Sheet

October 31, 2021

July 31, 2021

 

Accrued Interest - Related Parties

$

2,705

$

2,505

Accrued Consulting Fees - Related Parties

1,249,006

1,249,006

Due to related parties

1,060

1,060

Accrued Compensation - Audit Committee

1,530,000

1,530,000

Accrued Compensation - Officers and Directors

49,949,059

49,949,059

Total

$

52,731,830

$

52,731,630

Statement of Operations

October 31, 2021

October 31, 2020

Share Based Compensation - Shares issued to CEO

$

164,040,387

$

-

Share Based Compensation - Stock Based Options issued to Officers and Directors

8,522

64

Officer Salaries

-

1,300,000

Director

-

487,500

Audit Committee

-

90,000

Majority Shareholder

-

375,000

$

164,048,909

$

2,252,564

v3.21.2
LOANS PAYABLE - RELATED PARTY
3 Months Ended
Oct. 31, 2021
Related Party Transactions [Abstract]  
LOANS PAYABLE - RELATED PARTY

NOTE 4 – LOANS PAYABLE – RELATED PARTY

As of October 31, 2021, $444,217 (July 31, 2021 - $378,216) is due to the majority shareholder as he paid expenses on behalf of the Company. The amount is unsecured, bears interest at 1% per annum and is due on demand.

v3.21.2
CAPITAL STOCK
3 Months Ended
Oct. 31, 2021
Stockholders' Equity Note [Abstract]  
CAPITAL STOCK

NOTE 5 – CAPITAL STOCK

On September 13, 2021, the Company issued 1,600,000 Class A shares to its Founder, Chairman and CEO, which recorded as compensation expense in the consolidated statements of operations.

v3.21.2
SHARE BASED COMPENSATION
3 Months Ended
Oct. 31, 2021
Share-based Payment Arrangement [Abstract]  
SHARE BASED COMPENSATION

NOTE 6 – SHARE BASED COMPENSATION

On March 8, 2016, the Company adopted a stock option plan named 2015 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.

During the three months ended October 31, 2021 and 2020, the Company recorded stock-based compensation of $164,048,908 and $64 on the consolidated statement of operations for all stock based compensation.

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.

The outstanding equity compensation is as follows:

October 31, 2021

October 31, 2020

Total Shares Outstanding

2,000,000

2,000,000

Total Shares Exercisable

2,000,000

2,000,000

 

Total Shares and Options Outstanding

26,240,000

12,890,000

Total Shares and Options Exercisable

24,040,000

8,400,000

F-7


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, 2020

10,890,000

$

134.82

30.00

$

Granted

Exercised

Outstanding, October 31, 2020

10,890,000

$

134.82

30.00

Exercisable, October 31, 2021

6,400,000

$

189.43

30.00

$

Outstanding, July 31, 2021

21,630,000

$

637.76

19.65

$

Granted

2,610,000

$

4,566.00

30.00

Exercised

$

 

Outstanding, October 31, 2021

24,240,000

$

1,060.72

20.76

$

Exercisable, October 31, 2021

22,040,000

$

1,114.26

20.76

$

All Officer and Director Share Options and Share Based Compensation are fully vested.

The only share options that are not fully vested are the WSMG advisory stock options as they are contingent upon the Company listing on the NYSE and / or the NASDAQ.

The fair value of each share option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Three Months

Three Months

Ended

Ended

October 31,

October 31,

2021

2020

 

Expected dividend yield

0%

0%

Expected volatility

17%

150%

Expected life (in years)

30

10

Risk-free interest rate

0.14%

0.92%

At October 31, 2021 and 2020, there was approximately $166 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, 2021 and 2020.

v3.21.2
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Oct. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – 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, 2020 and through October 31, 2021 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.

There were no material changes in the Company’s commitments and contingencies since filing its July 31, 2021 Form 10-K.

v3.21.2
INCOME TAXES
3 Months Ended
Oct. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 8 – INCOME TAXES

At October 31, 2021 and July 31, 2021, 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, which as of July 31, 2021 were 100% related to carry forward net operating losses.

The Company has not filed its federal and state tax returns for the year ended July 31, 2021 and has filed its federal and state tax returns for the year ended July 31, 2020. The Net operating losses (“NOLs”) for July 31, 2021 will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of July 31, 2021, the Company had approximately $8.8 million of federal and state net operating losses that may be available to offset future taxable income. The Company due to the complicated nature of the transactions closed in the first quarter October 31, 2021, are determining the impact of the transactions from an accounting and tax perspective, if any. Additionally, the contract asset acquired during the three months ended October 31, 2021, has real property attached to the intangible but the deed of trust has not transferred to Ameri Metro, Inc., therefore its too complicated to effectively determine the tax implications of this transaction at this time. The Company will update the transaction tax implications which will determine the accounting for income taxes. However, due to continued losses it is expected at this time that the tax implications for accounting purposes would indicate and require full valuation allowance and any changes to the deferred tax assets and liabilities would not be material to investors.

The tax years 2014 to 2021 remain open to examination by the major taxing jurisdictions to which the Company is subject.

v3.21.2
SUBSEQUENT EVENTS
3 Months Ended
Oct. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

On November 30, 2021, Global Infrastructure Finance and Development Authority approved $300,000,000 in Ameri Coin and $300,000,000 in Crypto Infrastructure Bond as a first draw on a $1B grant package. The Company will use $270,000,000 of the Ameri Coin grant to settle $270,000,000 liability associated with the October 29, 2021 acquisition of the residential and commercial property in California. The grants would thereafter be used toward other economic development opportunities world-wide.

v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Oct. 31, 2021
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.

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 unaudited interim condensed 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. The unaudited interim condensed consolidated statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2021 as reported in Form 10-K, have been omitted.

Principles of Consolidation and Investments

Principles of Consolidation and Investments

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 the results of operations for Ameri Metro and GTI.

The Company accounts for all investments where it has significant influence over the investee and related ownership of greater than 20% and less than 50% ownership. The Company evaluates all investees to determine if they are considered variable interest entities. The Company does not believe it has any variable interest entities where it is the primary beneficiary of the investee, nor is the Company required to absorb or guarantee debt obligations and net losses of any of its investees.

Participating Profits Interest

Participating Profits Interest

As at October 31, 2021 and 2020, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining 75% participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder, Chairman of the Board of Directors and Chief Executive Officer. These entities have had no operations, assets, or liabilities, and as of October 31, 2021 and 2020, the Company’s participating profits interest in these companies was $0.

On October 29th, 2021, Jewel’s Real Estate 1086 MASTER LLLP Pennsylvania partnership established in 1997, and Ameri Metro, Infrastructure Cryptocurrency Inc., a Delaware company (together, “Seller”) established in 2021, and Ameri Metro, Inc., a Delaware company (“Buyer”) established in 2011 entered into a Real Property’s Purchase of Development Rights and Sale Agreement (the “Agreement”). Pursuant to the Agreement, Seller provided Buyer all rights to develop and acquire easements and other rights that relate to certain real property consisting of 4,443 single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres for development of public schools, 20 acres for construction of civic buildings, and land for construction of sewer treatment facilities, located in California (the “Property”).

The purchase price for the Property (the “Purchase Price”) is Three Hundred Million Dollars ($300,000,000.00). Pursuant to this Agreement, Buyer paid to Seller an Option Fee in the form of shares of stock of Ameri Metro, Inc., equal to Thirty Million Dollars ($30,000,000.00) in the form of class B shares (6,383 shares) for a negotiated price of $4,700 per share. The class B shares were loaned to the Company from Ameri Metro Inc. Trust.

Jewel’s Real Estate 1086 MASTER LLLP is owned by the daughter of the CEO, Chairman and Founder of Ameri Metro, Inc.

F-5


The Company’s management has determined that acquisition of the Property does not constitute a business under S-X 3-05 and Item 2.01 of Form 8-K with reference to S-X 11-01(d) nor does the asset acquisition meet the business criteria under ASC-MG and ASC 805 for accounting purposes. Therefore, no historical financial statements are required to be provided.

Until the deed of trust is transferred from Jewel Real Estate 1086 MASTER LLLP to Ameri Metro, Inc., management will treat the contractual assets transferred as an indefinite life intangible asset, subject to annual impairment analysis. Upon transfer of the deed of trust to Ameri Metro, Inc. management will fully conduct a thorough accounting of the assets transferred in accordance with U.S. GAAP.

Use of Estimates

Use of Estimates

The preparation of 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 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.

Loss Per Share

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, 2021 and 2020, 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 includes 24,420,000 and 10,490,000 stock options as at October 31, 2021, and 2020, 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 December 2019, the FASB issued a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for us beginning August 1, 2021. Management determined that the adoption of this new standard had no material impact on our consolidated financial statements.

There were no other accounting pronouncements to be adopted or required to be adopted in the quarter ended October 31, 2021. For the impact of potential announcements on the Company’s Fiscal 2022 financial statements please see the July 31, 2021 Form 10-K.

v3.21.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Tables)
3 Months Ended
Oct. 31, 2021
Payables and Accruals [Abstract]  
Schedule of Expenditure Incurred

Balance Sheet

October 31, 2021

July 31, 2021

 

Accrued Interest - Related Parties

$

2,705

$

2,505

Accrued Consulting Fees - Related Parties

1,249,006

1,249,006

Due to related parties

1,060

1,060

Accrued Compensation - Audit Committee

1,530,000

1,530,000

Accrued Compensation - Officers and Directors

49,949,059

49,949,059

Total

$

52,731,830

$

52,731,630

Schedule of Transactions of Company and Related Parties

Statement of Operations

October 31, 2021

October 31, 2020

Share Based Compensation - Shares issued to CEO

$

164,040,387

$

-

Share Based Compensation - Stock Based Options issued to Officers and Directors

8,522

64

Officer Salaries

-

1,300,000

Director

-

487,500

Audit Committee

-

90,000

Majority Shareholder

-

375,000

$

164,048,909

$

2,252,564

v3.21.2
SHARE BASED COMPENSATION (Tables)
3 Months Ended
Oct. 31, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of Share Based Compensation

The outstanding equity compensation is as follows:

October 31, 2021

October 31, 2020

Total Shares Outstanding

2,000,000

2,000,000

Total Shares Exercisable

2,000,000

2,000,000

 

Total Shares and Options Outstanding

26,240,000

12,890,000

Total Shares and Options Exercisable

24,040,000

8,400,000

Schedule of Summary of Stock Option Activity

F-7


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, 2020

10,890,000

$

134.82

30.00

$

Granted

Exercised

Outstanding, October 31, 2020

10,890,000

$

134.82

30.00

Exercisable, October 31, 2021

6,400,000

$

189.43

30.00

$

Outstanding, July 31, 2021

21,630,000

$

637.76

19.65

$

Granted

2,610,000

$

4,566.00

30.00

Exercised

$

 

Outstanding, October 31, 2021

24,240,000

$

1,060.72

20.76

$

Exercisable, October 31, 2021

22,040,000

$

1,114.26

20.76

$

Schedule of Fair Value of Each Option Granted Weighted Average Assumptions

The fair value of each share option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Three Months

Three Months

Ended

Ended

October 31,

October 31,

2021

2020

 

Expected dividend yield

0%

0%

Expected volatility

17%

150%

Expected life (in years)

30

10

Risk-free interest rate

0.14%

0.92%

v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
1 Months Ended 3 Months Ended
Oct. 29, 2021
Oct. 31, 2021
Oct. 31, 2020
Related Party Transaction [Line Items]      
Participating profits interest   $ 0 $ 0
Potentially dilutive securities stock options excluded from computation of diluted net loss per share   24,420,000 10,490,000
Property [Member]      
Related Party Transaction [Line Items]      
Purchase price $ 300,000,000.00    
Property [Member] | Class B Common Stock [Member]      
Related Party Transaction [Line Items]      
Shares issued under acquisition 6,383    
Per share price of acquisition $ 4,700    
One other entity [Member]      
Related Party Transaction [Line Items]      
Participating profits interest   10.00%  
Majority Shareholder [Member]      
Related Party Transaction [Line Items]      
Participating profits interest, percentage   75.00%  
Participating profits interest, voting control   100.00%  
Nineteen related entities [Member]      
Related Party Transaction [Line Items]      
Participating profits interest   25.00%  
v3.21.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Narrative) (Details) - USD ($)
Oct. 31, 2021
Jul. 31, 2021
Payables and Accruals [Abstract]    
Accrued compensation expenses - related parties $ 59,033,333 $ 58,721,593
v3.21.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Schedule of Expenditure Incurred) (Details) - USD ($)
Oct. 31, 2021
Jul. 31, 2021
Payables and Accruals [Abstract]    
Accrued Interest - Related Parties $ 2,705 $ 2,505
Accrued Consulting Fees - Related Parties 1,249,006 1,249,006
Due to related parties 1,060 1,060
Accrued Compensation - Audit Committee 1,530,000 1,530,000
Accrued Compensation - Officers and Directors 49,949,059 49,949,059
Total $ 52,731,830 $ 52,731,630
v3.21.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Schedule of Transactions of Company and Related Parties) (Details) - USD ($)
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Payables and Accruals [Abstract]    
Share Based Compensation - Shares issued to CEO $ 164,040,387
Share Based Compensation - Stock Based Options issued 8,522 64
Officers Salaries 1,300,000
Director 487,500
Audit Committee 90,000
Majority Shareholder 375,000
Total $ 164,048,909 $ 2,252,564
v3.21.2
CAPITAL STOCK (Details)
Sep. 13, 2021
shares
Class A Common Stock [Member] | Founder, Chairman and CEO [Member]  
Capital Unit [Line Items]  
Shares issued 1,600,000
v3.21.2
SHARE BASED COMPENSATION (Narrative) (Details) - USD ($)
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jul. 31, 2021
Share-based Payment Arrangement [Abstract]      
Stock-based compensation $ 164,048,908 $ 64  
Unrecognized compensation costs related to non-vested stock-based compensation 166    
Intrinsic value associated with outstanding stock options
v3.21.2
SHARE BASED COMPENSATION (Schedule of Share Based Compensation) (Details) - shares
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Share-based Payment Arrangement [Abstract]    
Total Shares Outstanding 2,000,000 2,000,000
Total Shares Exercisable 2,000,000 2,000,000
Total Shares and Options Outstanding 26,240,000 12,890,000
Total Shares and Options Exercisable 24,040,000 8,400,000
v3.21.2
SHARE BASED COMPENSATION (Schedule of Summary of Stock Option Activity) (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Number of Options        
Outstanding 21,630,000 10,890,000 10,890,000  
Granted 2,610,000    
Exercised    
Outstanding 24,240,000 10,890,000 21,630,000 10,890,000
Exercisable 22,040,000 6,400,000    
Weighted Average Exercise Price        
Outstanding $ 637.76 $ 134.82 $ 134.82  
Granted 4,566.00    
Exercised    
Outstanding 1,060.72 134.82 $ 637.76 $ 134.82
Exercisable $ 1,114.26 $ 189.43    
Weighted Average Remaining Contractual Term        
Outstanding 20 years 9 months 3 days 30 years 19 years 7 months 24 days 30 years
Granted 30 years      
Exercisable 20 years 9 months 3 days 30 years    
Aggregate Intrinsic Value        
Outstanding      
Granted      
Exercised      
Outstanding  
v3.21.2
SHARE BASED COMPENSATION (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details)
3 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Share-based Payment Arrangement [Abstract]    
Expected dividend yield 0.00% 0.00%
Expected volatility 17.00% 150.00%
Expected life (in years) 30 years 10 years
Risk-free interest rate 0.14% 0.92%
v3.21.2
INCOME TAXES (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Oct. 31, 2021
Jul. 31, 2021
Income Tax Disclosure [Abstract]    
Percentage of valuation allowance as management is uncertain that Company will realize the deferred tax assets 100.00%  
Percentage of carry forward net operating losses   100.00%
Federal and state net operating losses   $ 8.8
v3.21.2
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Global Infrastructure Finance and Development Authority [Member]
1 Months Ended
Nov. 30, 2021
USD ($)
Ameri Coin [Member]  
Subsequent Event [Line Items]  
Amount of package grant $ 300,000,000
Settlement of liability 270,000,000
Crypto Infrastructure Bond [Member]  
Subsequent Event [Line Items]  
Amount of package grant $ 300,000,000