AMERI METRO, INC. (FORMERLY YELLOWWOOD), 10-Q/A filed on 3/22/2016
Amended Quarterly Report
Document and Entity Information (USD $)
6 Months Ended
Jan. 31, 2016
Mar. 16, 2016
Common Class A
Mar. 16, 2016
Common Stock B
Mar. 16, 2016
Common Class C
Mar. 16, 2016
Common Class D
Mar. 16, 2016
Series A Preferred Stock
Entity Registrant Name
Ameri Metro, Inc. (formerly Yellowwood) 
 
 
 
 
 
Document Type
10-Q 
 
 
 
 
 
Document Period End Date
Jan. 31, 2016 
 
 
 
 
 
Amendment Flag
false 
 
 
 
 
 
Entity Central Index Key
0001534155 
 
 
 
 
 
Current Fiscal Year End Date
--07-31 
 
 
 
 
 
Entity Common Stock, Shares Outstanding
 
1,600,000 
987,934,483 
4,800,000 
48,000,000 
1,800,000 
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
2016 
 
 
 
 
 
Document Fiscal Period Focus
Q2 
 
 
 
 
 
Entity Public Float
$ 0 
 
 
 
 
 
Trading Symbol
amgi 
 
 
 
 
 
STATEMENT OF FINANCIAL POSITION (USD $)
Jan. 31, 2016
Jul. 31, 2015
ASSETS
 
 
Cash and cash equivalents
$ 16,365 
$ 0 
Total Current Assets
16,365 
Office equipment, net
441 
601 
Deposits
1,500 
1,500 
Total Assets
18,306 
2,101 
Bank indebtness
528 
Accounts payable
1,224,152 
272,972 
Accrued expenses
11,114,619 
7,704,828 
Due to related party
1,050 
250 
Loans payable - related party
645,297 
528,552 
Loans payable
3,403 
3,403 
Total Liabilities
12,988,521 
8,510,533 
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
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 
6,400,000 
Paid in Capital Common stock class A
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
987,934,483 
1,093,876,626 
Paid in Capital Common stock class B
988 
1,094 
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
4,800,000 
Paid in Capital Common stock class C
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 
Paid in Capital Common stock class D
48 
Additional paid in Capital
5,581,560 
5,595,967 
Stock subscriptions receivable
(47,000)
(47,000)
Accumulated Deficit
(18,505,819)
(14,058,501)
Total Stockholders' Deficit
(12,970,215)
(8,508,432)
Total Liabilities and Equity Deficit
$ 18,306 
$ 2,101 
STATEMENTS OF OPERATIONS (USD $)
3 Months Ended 6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Income Statements
 
 
 
 
REVENUES
$ 0 
$ 0 
$ 0 
$ 0 
Professional fees
27,395 
14,150 
803,268 
25,800 
Directors fees
450,000 
337,850 
1,050,750 
652,368 
Depreciation
80 
94 
160 
160 
General & administrative
129,022 
160,425 
313,159 
223,774 
Officer payroll
1,168,750 
820,344 
2,279,167 
1,665,308 
TOTAL OPERATING EXPENSES
1,775,247 
1,332,863 
4,446,504 
2,567,410 
LOSS FROM OPERATIONS
(1,775,247)
(1,332,863)
(4,446,504)
(2,567,410)
Interest expense
(663)
(119)
(809)
(238)
Termination Fee
(5)
TOTAL OTHER INCOME (EXPENSE)
(663)
(119)
(814)
(238)
Net Income (Loss)
(1,775,910)
(1,332,982)
(4,447,318)
(2,567,648)
Net loss per Common share (Basic and Diluted)
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.00 
Number of Common Shares - (Basic and Diluted)
1,050,029,359 
985,623,558 
1,077,690,683 
963,275,141 
STATEMENTS OF CASH FLOWS (USD $)
6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Statement of Cash Flows
 
 
Net Income (Loss)
$ (4,447,318)
$ (2,567,648)
Issuance of stock for services
750 
37,658 
Issuance of stock for Termination fee
Cancellation of stock issued for services
(15,220)
Depreciation
160 
160 
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
(14,305)
37,818 
Accounts payable - period
951,180 
(7,979)
Accrued expenses - period
3,409,791 
2,506,826 
Increase (Decrease) in Operating Liabilities
4,360,971 
2,498,847 
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
4,346,666 
2,536,665 
Net Cash Provided by (Used in) Operating Activities
(100,652)
(30,983)
Bank indebtedness, for the period
(528)
2,337 
Proceeds from related party loan
144,324 
26,455 
Repayment of related party loan
(27,579)
Due to related party
800 
Net Cash Provided by (Used in) Financing Activities
117,017 
28,792 
Net Decrease in Cash
16,365 
(2,191)
Cash, Beginning of Period
2,191 
Cash, End of Period
$ 16,365 
$ 0 
STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES (USD $)
6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
 
 
Interest paid
$ 0 
$ 0 
Income taxes paid
Issuable common stock - Class B
$ 6 
$ 22 
Note 1 - Summary of Significant Accounting Policies
Note 1 - 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.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

 

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.   Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2015 as reported in Form 10-K, have been omitted.

Note 2 - Going Concern
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 January 31, 2016, the Company has a working capital deficiency of $12,972,156 and has accumulated losses of $18,505,819 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.

Note 5 - Loan Payable
Note 5 - Loan Payable

NOTE 5 – LOAN PAYABLE

On January 30, 2014, the Company entered into a short-term loan with a non-related party.  The Company was loaned $6,000 from an investment company, the repayment terms are 3% interest with a maturity date of January 31, 2015.  The Company has repaid $2,597 as of January 31, 2016. At January 31, 2016, accrued interest on these loans is $229 (July 31, 2015 - $206). At January 31, 2016, this loan is past due.

Note 6 - Capital Stock
Note 6 - Capital Stock

NOTE 6 – CAPITAL STOCK

On November 3, 2014, the Company effected a 4:1 forward stock split of its issued and outstanding shares of common stock. As a condition of the split, all shareholders who wanted to participate were required to send $100 to the Transfer Agent to pay for the expense related to reissuance of shares due to split. The cutoff date for the return of the notification and payment to the transfer agent was December 31, 2014. If the shareholder did not return the confirmation and payment, they would not be eligible to receive the additional shares.

As of the date of this filing 99.71% of the shareholders participated and therefore the statements are retroactively adjusted to reflect a 3.99:1 forward split. Due to 3.99:1 forward split the shares increased to 938,192,724, the shares issuable to effect a 4:1 split is 2,736,000.  As a result, all share amounts have been retroactively adjusted for all periods presented for a 3.99:1 forward split.

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

On August 3, 2015, the Company issued 20,000 post-split shares of Class B common stock as termination fee for an agreement in which the Company did not fully perform.  The fair value of these shares is $5 and is recorded as termination fee.

On August 3, 2015, the Company reinstated 20,000 shares of Class B common stock that were rescinded in error in the fiscal year ended July 31, 2015.

On August 31, 2015, the Company issued 1,000,000 post-split 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 is $250 and is recorded as directors’ fees.

On September 10, 2015, the Company issued 2,000,000 post-split 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 is $500 and is recorded as directors’ fees.

On November 11, 2015, the Company rescinded 60,000,000 post-split shares of Class B common stock that had previously been issued by the former CFO to himself without appropriate Board of Directors approval.

 

On November 11, 2015, the Company rescinded 880,952 post-split shares of Class B common stock that had previously been issued for services as the consultant did not fully perform on the original contract.

Note 7 - Commitments and Contingencies
Note 7 - Commitments and Contingencies

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Employee Agreements

The Company has entered into an employment agreement with the Chief Executive Officer 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.

The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non-board member President, Mr. Shah Mathias (Company Founder), 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 entered into an employment agreement with the former Chief Financial Officer (the “CFO”) with an effective date of December 3, 2014.  The term of the employment agreement was 3 years, with an annual base salary of $350,000.  The former CFO also issue himself, without approval of the Company's Board of Directors 60,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the former CFO caused the Company to issue him 60,000,000 post-split shares of Class “B” common stock.  On November 11, 2015, the former CFO resigned and the Company rescinded the 60,000,000 post-split shares of Class B common stock that had been issued. The former CFO has notified the Company that he disputes the rescission.

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.

The Company entered into an employment agreement with the Chief Financial Officer (the “CFO”) with an effective date of August 4, 2015.  The term of the employment agreement is 3 years, with an annual base salary of $350,000.

The Company entered into an employment agreement with the 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.

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.

 

The Company entered into three directorship agreements with three directors of the Company with an effective date of August 1, 2015.  The initial term of the directorship agreements is one year, with an annual base salary of $150,000.  Each of the three directors is also entitled to 1,000,000 post-split shares of Class B common stock. On August 31, 2015 and September 10, 2015, the Company issued 1,000,000 post-split shares and 2,000,000 post-split shares of Class B common stock to the three directors, respectively.

Operating Lease

On January 31, 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 commences 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 in cash or stock, or as to any early termination fees.  As of January 31, 2016, no stock has been issued in payment of rent.

Stock Split

In connection with the stock split, some shareholders did not respond or pay the transfer agent fee by the deadline. As a result, these shareholders were not issued the additional shares. At some point, the Company may be required to issue an additional 2,736,000 of Class B common stock in connection with this stock split. 1

Note 8 - Subsequent Events
Note 8 - Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

On March 8, 2016, options for 2,000,000 common shares were granted to four management team members (8,000,000 in total). The exercise price of each option shall be determined by the Board of Directors of the Company. For each individual 800,000 options vested on the date granted and 200,000 options vest annually for six years.

Note 1 - Summary of Significant Accounting Policies: Nature of Business (Policies)
Nature of Business

Nature of Business

Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects.  The Company initially intends to develop a Midwest high-speed rail system for passengers and freight.  Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

Note 1 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)
Basis of Presentation

 

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.   Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2015 as reported in Form 10-K, have been omitted.

Note 7 - Commitments and Contingencies: Employee Agreements (Policies)
Employee Agreements

Employee Agreements

The Company has entered into an employment agreement with the Chief Executive Officer 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.

The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non-board member President, Mr. Shah Mathias (Company Founder), 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 entered into an employment agreement with the former Chief Financial Officer (the “CFO”) with an effective date of December 3, 2014.  The term of the employment agreement was 3 years, with an annual base salary of $350,000.  The former CFO also issue himself, without approval of the Company's Board of Directors 60,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the former CFO caused the Company to issue him 60,000,000 post-split shares of Class “B” common stock.  On November 11, 2015, the former CFO resigned and the Company rescinded the 60,000,000 post-split shares of Class B common stock that had been issued. The former CFO has notified the Company that he disputes the rescission.

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.

The Company entered into an employment agreement with the Chief Financial Officer (the “CFO”) with an effective date of August 4, 2015.  The term of the employment agreement is 3 years, with an annual base salary of $350,000.

The Company entered into an employment agreement with the 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.

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.

 

The Company entered into three directorship agreements with three directors of the Company with an effective date of August 1, 2015.  The initial term of the directorship agreements is one year, with an annual base salary of $150,000.  Each of the three directors is also entitled to 1,000,000 post-split shares of Class B common stock. On August 31, 2015 and September 10, 2015, the Company issued 1,000,000 post-split shares and 2,000,000 post-split shares of Class B common stock to the three directors, respectively.

Note 7 - Commitments and Contingencies: Operating Lease (Policies)
Operating Lease

Operating Lease

On January 31, 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 commences 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 in cash or stock, or as to any early termination fees.  As of January 31, 2016, no stock has been issued in payment of rent.

Note 7 - Commitments and Contingencies: Stock Split (Policies)
Stock Split

Stock Split

In connection with the stock split, some shareholders did not respond or pay the transfer agent fee by the deadline. As a result, these shareholders were not issued the additional shares. At some point, the Company may be required to issue an additional 2,736,000 of Class B common stock in connection with this stock split.

Note 2 - Going Concern (Details) (USD $)
Jan. 31, 2016
Details
 
Working capital deficiency
$ 12,972,156 
Accumulated losses
$ 18,505,819