CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2021 |
Jan. 31, 2020 |
Jan. 31, 2021 |
Jan. 31, 2020 |
|
Operating Expenses | ||||
General & administrative | $ 2,857,140 | $ 2,538,996 | $ 5,591,264 | $ 5,024,860 |
Total Operating Expenses | 2,857,140 | 2,538,996 | 5,591,264 | 5,024,860 |
Loss From Operations | (2,857,140) | (2,538,996) | (5,591,264) | (5,024,860) |
Other Expense | ||||
Interest expenses | (484) | (15,062) | (1,284) | (34,073) |
Other income / Loss | (2,450) | (2,450) | ||
Gain on settelement of debt | 1,354,610 | 1,354,610 | ||
Total Other (Expense) Gain | (2,934) | 1,339,548 | (3,734) | 1,320,537 |
Net Loss | $ (2,860,074) | $ (1,199,448) | $ (5,594,998) | $ (3,704,323) |
Net Loss Per Share - Basic & Diluted | $ (0.00) | $ (0.00) | $ 0.00 | $ (0.00) |
Weighted Average Common Shares Outstanding - Basic & Diluted | 3,607,150,000 | 1,168,764,743 | 3,510,739,000 | 1,164,443,438 |
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, 2019 | $ 2 | $ 2 | $ 1,063 | $ 48 | $ 48 | $ 1,589,157,814 | $ (1,583,597,000) | $ (50,225,784) | $ (44,663,807) |
Balance, shares at Jul. 31, 2019 | 1,800,000 | 1,600,000 | 1,062,522,134 | 48,000,000 | 48,000,000 | ||||
Stock-based compensation | 224 | 224 | |||||||
Shares issued for option exercise | $ 2 | 1,375,999,998 | (1,376,000,000) | ||||||
Shares issued for option exercise, shares | 2,400,000 | ||||||||
Shares issued for amended opportunity licensing agreement | $ 3 | 866 | 869 | ||||||
Shares issued for amended opportunity licensing agreement | 3,475,248 | ||||||||
Stock options issued for debt settlement | 13,300 | 13,300 | |||||||
Stock dividend | $ 15 | 3,677 | (3,692) | ||||||
Stock dividend, shares | 14,760,480 | ||||||||
Declaration of stock dividend | 465,229 | (465,229) | |||||||
Net loss | (3,704,323) | (3,704,323) | |||||||
Balance at Jan. 31, 2020 | $ 2 | $ 2 | $ 1,068 | $ 63 | $ 48 | 2,965,641,108 | (2,959,597,000) | (54,399,028) | (48,353,737) |
Balance, shares at Jan. 31, 2020 | 1,800,000 | 1,600,000 | 1,068,397,382 | 48,000,000 | 48,000,000 | ||||
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 | 106 | $ 106 | |||||||
Shares issued for option exercise, shares | |||||||||
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) | ||||||
Shares issued to officers for cash, shares | 2,400,000 | ||||||||
Conversion of shares for debt | 339,579 | 339,579 | |||||||
Conversion of shares for debt, shares | 5,640 | ||||||||
Net loss | (5,594,998) | (5,594,998) | |||||||
Balance at Jan. 31, 2021 | $ 2 | $ 2 | $ 3,341 | $ 191 | $ 96 | $ 247,303,926,377 | $ (247,297,597,000) | $ (64,906,346) | $ (58,573,337) |
Balance, shares at Jan. 31, 2021 | 1,800,000 | 1,684,000 | 3,341,418,899 | 191,051,320 | 96,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
---|---|
Jan. 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. The following transactions changed the corporate operating structure of the Company since February 2020: On February 18, 2020, the Company issued 3,230,520 shares of Class C common stock to acquire 2% of Susquehanna Mortgage Bankers Corp. (formerly Global Infrastructure SP Bankers). On April 28, 2020, by consent of the Company’s Board of directors, the Company agree to issue 23,000,000 shares of Original Class C common stock to acquire an additional 23% in Susquehanna Mortgage Bankers Corp. The intent is to become a licensed Commercial & Residential lender, an entity supervised by the State banking commission. Once licensed, it will then apply for a Fintech mortgage lender with the U.S. Office of Currency Control to become a licensed lender under the U.S. Federal Reserve system. On September 18, 2020, the Company issued 23,000,000 shares of Original Class C common stock to Susquehanna Mortgage Bankers. On April 28, 2020, by consent of the Company’s Board of directors, the Company agreed to issue 23,000,000 shares of the Original Class C common stock to acquire 25% ownership interest in Ann Charles International Airport. The Company is the developer of this project. On September 18, 2020, the Company issued 23,000,000 shares of Original Class C common stock to Ann Charles International Airport. On September 18, 2020, the CEO of the Company transferred 102,600,000 shares of Class B common stock from his personal holdings to 20 related entities in which the Company holds a 25% ownership interest in 19 of the 20 related entities and 10% interest in one of the related entities. On September 18, 2020, the Company reserved 4,000,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. Trust, for the purpose of any future purchases of commodities, supplies, equipment and other tangible items for current and future projects. The shares are being administered by the HSRF Statutory Trust on behalf of the Company and will be issued out of trust when the Company deems it appropriate to issue Class B shares of common stock for these purchases. As a result of the previous transactions, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. These entities have not commenced substantial operations or revenue producing activities. On December 8, 2020, Atlantic Energy & Utility Products, Inc. a related party of the Company, entered into an agreement with Bayelsa Oil Company Limited to extract 70 million barrels of oil from the OPL 240 asset. The related entity and Bayelsa Oil Company Limited will create a joint venture to raise approximately $300.55MM to further develop the OPL 240 asset. Ameri Metro, Inc. holds a 25% non-controlling interest in Atlantic Energy & Utility Products, Inc. On February 8, 2021, the Ameri Metro Inc Board of Directors voted to proceed with the creation of a wholly-owned subsidiary "Africa High Speed Rail and Infrastructure Development Co." for projects located on the African continent. The wholly-owned subsidiary will also apply for listing on the Nigerian Stock Exchange (NSE) in the near future. 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 consolidated financial statements and notes thereto contained in the Company’s consolidated 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 2020 as reported in Form 10-K, have been omitted. Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include the results of operations for Ameri Metro and GTI. Participating Profits Interest As at January 31, 2021, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder. These entities have had no operations, assets, or liabilities, and as of January 31, 2021, the Company’s participating profits interest in these companies was $0. 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. Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended January 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 10,890,000 stock options as at January 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. We have evaluated the impact of the new FASB standard and determine that it will not have a material impact on our consolidated financial statements. |
GOING CONCERN |
6 Months Ended |
---|---|
Jan. 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 January 31, 2021, the Company has a working capital deficit of approximately $58.6 million and has accumulated losses of $64,906,345 since inception. The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES |
6 Months Ended |
---|---|
Jan. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES As of January 31, 2021, $55,931,712 (July 31, 2020 - $51,226,763) is accrued in relation to various employment agreements, directorship agreements and audit committee agreements. |
LOANS PAYABLE - RELATED PARTY |
6 Months Ended |
---|---|
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
LOANS PAYABLE - RELATED PARTY | NOTE 4 – LOANS PAYABLE – RELATED PARTY As of January 31, 2021, $272,125 (July 31, 2020 - $253,897) 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. |
CAPITAL STOCK |
6 Months Ended |
---|---|
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK
On November 5, 2018, the Company issued 2,000,000 shares of Class B common stock with a fair value of $500 to two officers and directors of the Company for services pursuant to directorship agreements dated August 30, 2018. The shares were issued from the 2015 Equity Incentive Plan reserved shares. The shares vest 285,714 per year for seven years. As of the year ended July 31, 2020, the shares were fully vested.
On September 18, 2020, the Company issued the 23,000,000 shares of Original Class C common stock to Susquehanna Mortgage Bankers Corp. (formerly Global Infrastructure SP Bankers). On September 18, 2020, the Company issued the 23,000,000 shares of Original Class C common stock to Ann Charles International Airport. On September 18, 2020, the CEO of the Company transferred 102,600,000 shares of Class B common stock from his personal holdings to 20 related entities in which the Company holds a 25% ownership interest in 19 of the 20 related entities and 10% interest in one of the related entities. On September 18, 2020, the Company reserved 400,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. Trust, for the purpose of any future purchases of commodities, supplies, equipment and other tangible items for current and future projects. The shares are being administered by the HSRF Statutory Trust on behalf of the Company and will be issued out of trust when the Company deems it appropriate to issue Class B shares of common stock for these purchases. On September 18, 2020, the Company issued 2,400,000 shares of Class B common stock at $4,100 per share from the 2015 Equity Incentive Plan reserved shares to 12 directors and officers of the Company, of which $9,840,000,000 proceeds is recorded as stock subscription receivable. On December 28, 2020, the majority shareholder converted approximately $339,000 in debt owed to one of his related companies for a fixed conversion price of $60 which provided him with 5,640 Class C shares. |
STOCK OPTIONS |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK OPTIONS | NOTE 6 – STOCK OPTIONS 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 January 31, 2021 and 2020, the Company recorded stock-based compensation of $46 and $65 on the consolidated statement of operations for all stock based compensation. During the six months ended January 31, 2021 and 2020, the Company recorded stock-based compensation of $106 and $65 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.
A summary of the Company’s stock option activity is as follow:
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
At January 31, 2021, there was $450 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 January 31, 2021. |
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jan. 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 January 31, 2021 and through April 27, 2020, the Company has no commitments or obligations under these agreements due to lack of financing and the need for a feasibility study before each project is begun. The Company will be committed to perform agreed upon services once feasibility study is complete and financing is available. On June 25, 2019, the Company amended the Opportunity License Agreements it entered with 16 related entities. The amendment clarifies ownership, voting rights, and distribution of profits for the Company and the Company founder. The amendment also provides that the Company will purchase non-controlling interest of each of the sixteen entities and the Portus de Jewel project. On June 29, 2019, the Company issued 33,931,475 shares of Class B common stock from the 2015 Incentive Plan which equal to 25% of the Founder’s shares in 15 of the 16 entities and 20,000,000 shares of Class B common stock from the 2015 Incentive Plan which equal to 10% of the Founder’s shares in the Portus de Jewel project. During the year ended July 31, 2019, the Company recorded an impairment of $8,483 and opportunity license fees of $5,000 which are included in general and administrative expense. Employee Agreements The Company has entered into material agreements with its Officers and Directors for more information on these contracts please see the Company’s July 31, 2020 Form 10-K. The Company has entered into an employment agreement with the Chief Operations Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $425,000. Effective September 1, 2019, the Chief Operations Officer’s annual base salary is increased to $500,000. The Company has entered into an employment agreement with the Chief Financial Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $375,000. Effective September 1, 2019, the Chief Financial Officer’s annual base salary is increased to $500,000. As of January 31, 2021 and July 31, 2020, total accrued compensation expenses to related parties related to the above employment agreements were $54,680,581 and $49,974,956, respectively. As of January 31, 2021 and July 31, 2020, the Company has accrued payroll taxes of $1,525,329 and $1,401,084, respectively, related to the accrued compensation expenses. 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 January 31, 2021, and July 31, 2020, the Company recorded accrued interest and late fee of $170,060 and $163,389, respectively. Legal Proceedings On September 14, 2017, the Company received a letter from Zimmerman & Associates, on behalf of J. Harold Hatchett, III and Ronald Silberstein, claiming breach of contract, wrongful termination, and wrongful violations of the Business Corporations Act, and knowingly inaccurate SEC Reporting against the Company and the board of directors. The Company plans to work amicably to come to a settlement. As of January 31, 2021 and July 31, 2020, the Company has accrued $1,263,870 and $1,295,120 in salaries for each of J. Harold Hatchett III and Ronald Silberstein, respectively for each period. The Company received a lawsuit on June 13, 2017 by Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff (the “Plaintiff Estate”). The Plaintiff Estate asserted a claim for $50,000 and 11,000 common class “B” shares of the Company relating to shares and accrued stipend beginning 2015. The Company, in 2015, had previously booked the liability of $50,000 without interest accruing and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. Company anticipates paying the $50,000 when the Company raises capital. |
INCOME TAXES |
6 Months Ended |
---|---|
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES At January 31, 2021 and July 31, 2020, the Company’s deferred tax assets consisted of principally net operating loss carry forwards. The material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the financial statements consisted of accrued expenses and the change in the valuation allowance during the applicable period. The Company has recorded a 100% valuation allowance as management is uncertain that the Company will realize the deferred tax assets. The Company has filed its federal and state tax returns for the year ended July 31, 2020 and has filed its federal and state tax returns for the year ended July 31, 2019. The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of January 31, 2021, the Company had approximately $10.9 million of federal and state net operating losses that may be available to offset future taxable income. The net operating loss carryforwards will begin to expire in 2021 unless utilized. The tax years 2013 to 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS We have evaluated subsequent events through March 17, 2021, the date on which the accompanying condensed consolidated financial statements were available to be issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosures in the notes thereto, except as follows:
To mitigate the impact of novel coronavirus 2019 (“COVID-19”), we have taken measures to promote the safety and security of our employees while complying with various government mandates, including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19.
The COVID-19 pandemic has had a negative impact on our results of operations and financial performance for the first of 2020, and we expect it will continue to have a negative impact on our revenue, earnings and cash flows into 2021. Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends. On February 8, 2021, the Ameri Metro Inc Board of Directors voted to proceed with the creation of a wholly-owned subsidiary "Africa High Speed Rail and Infrastructure Development Co." for projects located on the African continent. The wholly-owned subsidiary will also apply for listing on the Nigerian Stock Exchange (NSE) in the near future. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
---|---|
Jan. 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. The following transactions changed the corporate operating structure of the Company since February 2020: On February 18, 2020, the Company issued 3,230,520 shares of Class C common stock to acquire 2% of Susquehanna Mortgage Bankers Corp. (formerly Global Infrastructure SP Bankers). On April 28, 2020, by consent of the Company’s Board of directors, the Company agree to issue 23,000,000 shares of Original Class C common stock to acquire an additional 23% in Susquehanna Mortgage Bankers Corp. The intent is to become a licensed Commercial & Residential lender, an entity supervised by the State banking commission. Once licensed, it will then apply for a Fintech mortgage lender with the U.S. Office of Currency Control to become a licensed lender under the U.S. Federal Reserve system. On September 18, 2020, the Company issued 23,000,000 shares of Original Class C common stock to Susquehanna Mortgage Bankers. On April 28, 2020, by consent of the Company’s Board of directors, the Company agreed to issue 23,000,000 shares of the Original Class C common stock to acquire 25% ownership interest in Ann Charles International Airport. The Company is the developer of this project. On September 18, 2020, the Company issued 23,000,000 shares of Original Class C common stock to Ann Charles International Airport. On September 18, 2020, the CEO of the Company transferred 102,600,000 shares of Class B common stock from his personal holdings to 20 related entities in which the Company holds a 25% ownership interest in 19 of the 20 related entities and 10% interest in one of the related entities. On September 18, 2020, the Company reserved 4,000,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. Trust, for the purpose of any future purchases of commodities, supplies, equipment and other tangible items for current and future projects. The shares are being administered by the HSRF Statutory Trust on behalf of the Company and will be issued out of trust when the Company deems it appropriate to issue Class B shares of common stock for these purchases. As a result of the previous transactions, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. These entities have not commenced substantial operations or revenue producing activities. On December 8, 2020, Atlantic Energy & Utility Products, Inc. a related party of the Company, entered into an agreement with Bayelsa Oil Company Limited to extract 70 million barrels of oil from the OPL 240 asset. The related entity and Bayelsa Oil Company Limited will create a joint venture to raise approximately $300.55MM to further develop the OPL 240 asset. Ameri Metro, Inc. holds a 25% non-controlling interest in Atlantic Energy & Utility Products, Inc. On February 8, 2021, the Ameri Metro Inc Board of Directors voted to proceed with the creation of a wholly-owned subsidiary "Africa High Speed Rail and Infrastructure Development Co." for projects located on the African continent. The wholly-owned subsidiary will also apply for listing on the Nigerian Stock Exchange (NSE) in the near future. |
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 consolidated financial statements and notes thereto contained in the Company’s consolidated 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 2020 as reported in Form 10-K, have been omitted. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include the results of operations for Ameri Metro and GTI. |
Participating Profits Interest | Participating Profits Interest As at January 31, 2021, the Company has a 25% participating profits interest in nineteen related entities and a 10% participating profit in one other entity. The remaining participating profits interest (and 100% voting control) is owned by the Company’s majority shareholder. These entities have had no operations, assets, or liabilities, and as of January 31, 2021, the Company’s participating profits interest in these companies was $0. |
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. |
Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended January 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 10,890,000 stock options as at January 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. We have evaluated the impact of the new FASB standard and determine that it will not have a material impact on our consolidated financial statements. |
STOCK OPTIONS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||
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Jan. 31, 2021 | ||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Summary of Stock Option Activity | A summary of the Company’s stock option activity is as follow:
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Schedule of Fair Value of Each Option Granted Weighted Average Assumptions | The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
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GOING CONCERN (Details) - USD ($) |
Jan. 31, 2021 |
Jul. 31, 2020 |
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Going Concern [Abstract] | ||
Working capital deficiency | $ 58,600,000 | |
Accumulated losses | $ 64,906,345 | $ 59,311,348 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) |
Jan. 31, 2021 |
Jul. 31, 2020 |
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Payables and Accruals [Abstract] | ||
Accrued compensation expenses - related parties | $ 54,680,581 | $ 49,974,956 |
LOANS PAYABLE - RELATED PARTY (Details) - USD ($) |
Jan. 31, 2021 |
Jul. 31, 2020 |
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Related Party Transactions [Abstract] | ||
Due to majority shareholder | $ 272,125 | $ 253,897 |
Interest rate | 1.00% |
STOCK OPTIONS (Narrative) (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
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Jan. 31, 2021 |
Jan. 31, 2020 |
Jan. 31, 2021 |
Jan. 31, 2020 |
Jul. 31, 2020 |
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Share-based Payment Arrangement [Abstract] | |||||
Stock-based compensation | $ 46 | $ 65 | $ 106 | $ 224 | |
Unrecognized compensation costs related to non-vested stock-based compensation | 450 | 450 | |||
Intrinsic value associated with outstanding stock options |
STOCK OPTIONS (Schedule of Summary of Stock Option Activity) (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
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Jan. 31, 2021 |
Jul. 31, 2020 |
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Number of Options | ||
Outstanding | 10,890,000 | |
Granted | ||
Exercised | ||
Outstanding | 10,890,000 | 10,890,000 |
Exercisable | 6,400,000 | |
Weighted Average Exercise Price | ||
Outstanding | $ 435.75 | |
Granted | ||
Exercised | ||
Outstanding | 435.75 | $ 435.75 |
Exercisable | $ 52.44 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 6 years 2 months 30 days | 6 years 6 months 18 days |
Exercisable | 5 years 4 months 13 days | |
Aggregate Intrinsic Value | ||
Outstanding | ||
Granted | ||
Exercised | ||
Outstanding | ||
Exercisable |
STOCK OPTIONS (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details) |
6 Months Ended | |
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Jan. 31, 2021 |
Jan. 31, 2020 |
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Share-based Payment Arrangement [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 150.00% | 150.00% |
Expected life (in years) | 3 years 9 months 25 days | 10 years |
Risk-free interest rate | 0.22% | 1.82% |
INCOME TAXES (Narrative) (Details) $ in Millions |
6 Months Ended |
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Jan. 31, 2021
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Percentage of valuation allowance as management is uncertain that Company will realize the deferred tax assets | 100.00% |
Federal and state net operating losses | $ 10.9 |
Federal and state net operating losses expiration period | Jan. 31, 2021 |