AMERI METRO, INC. (FORMERLY YELLOWWOOD), 10-K filed on 11/14/2016
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Jul. 31, 2016
Jan. 31, 2016
Oct. 27, 2016
Common Class A
Oct. 27, 2016
Common Stock B
Oct. 27, 2016
Common Class C
Oct. 27, 2016
Common Class D
Oct. 27, 2016
Preferred Class A
Entity Registrant Name
Ameri Metro, Inc. (formerly Yellowwood) 
 
 
 
 
 
 
Document Type
10-K 
 
 
 
 
 
 
Document Period End Date
Jul. 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
FY 
 
 
 
 
 
 
Entity Public Float
 
$ 0 
 
 
 
 
 
Trading Symbol
amgi 
 
 
 
 
 
 
STATEMENT OF FINANCIAL POSITION (USD $)
Jul. 31, 2016
Jul. 31, 2015
ASSETS
 
 
Cash and cash equivalents
$ 27,160 
$ 0 
Prepaid expenses
8,678 
Total Current Assets
35,838 
Office equipment, net
2,245 
601 
Prepaid Expenses and deposits
2,940 
1,500 
Total Assets:
41,023 
2,101 
Bank indebtness
528 
Accounts payable
1,069,608 
272,972 
Accrued expenses
14,320,245 
7,704,828 
Due to related party
1,050 
250 
Loans payable - related party
960,967 
528,552 
Loans payable
3,403 
3,403 
Total Liabilities
16,355,273 
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
5,581,929 
5,595,967 
Stock subscriptions receivable
(47,000)
(47,000)
Accumulated Deficit
(21,850,223)
(14,058,501)
Total Stockholders' Deficit
(16,314,250)
(8,508,432)
Total Liabilities and Equity Deficit
$ 41,023 
$ 2,101 
STATEMENTS OF OPERATIONS (USD $)
12 Months Ended
Jul. 31, 2016
Jul. 31, 2015
Income Statements
 
 
REVENUES
$ 0 
$ 0 
Professional fees
843,418 
37,400 
Directors fees
1,950,750 
1,339,868 
Depreciation
422 
319 
General & administrative
628,958 
460,918 
Officer payroll
4,354,536 
3,390,308 
TOTAL OPERATING EXPENSES
7,778,084 
5,228,813 
LOSS FROM OPERATIONS
(7,778,084)
(5,228,813)
Franchise tax
(180,000)
Interest expense
(13,633)
(474)
Termination Fee
(5)
(427)
TOTAL OTHER INCOME (EXPENSE)
(13,638)
(180,901)
Net Income (Loss)
(7,791,722)
(5,409,714)
Net loss per Common share (Basic and Diluted)
$ (0.01)
$ (0.01)
Number of Common Shares - (Basic and Diluted)
1,060,109,184 
1,016,009,671 
STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)
Total
Common Stock A
Common Stock B
Common Stock C
Common Stock D
Preferred Stock
Additional Paid-in Capital
Stock Subscriptions
Retained Earnings
Total Equity
Stockholders' Equity at Jul. 31, 2014
 
$ 6 
$ 935 
$ 0 
$ 0 
$ 2 
$ 5,554,659 
$ (47,000)
$ (8,648,787)
$ (3,140,185)
Shares, Outstanding at Jul. 31, 2014
 
6,400,000 
934,526,724 
1,800,000 
Stock Issued During Period, Value, for stock split
 
(6)
Stock Issued During Period, Shares, for stock split
 
(6,051,000)
Stock Issued During Period, Value, for compensation
 
164 
40,876 
41,040 
Stock Issued During Period, Shares, for compensation
 
164,219,942 
Common stock rescinded, Value, for termination fee
 
425 
427 
Common stock rescinded, Shares, for termination fee
 
1,708,960 
Common stock rescinded, Value, issued in error
 
Common stock rescinded, Shares, issued in error
 
2,000 
Common stock rescinded, Value, for services
 
(1)
Common stock rescinded, Shares, for services
 
(530,000)
Net Income (Loss)
(5,409,714)
(5,409,714)
(5,409,714)
Stockholders' Equity at Jul. 31, 2015
(8,508,432)
1,094 
5,595,967 
(47,000)
(14,058,501)
(8,508,432)
Shares, Outstanding at Jul. 31, 2015
 
6,400,000 
1,093,876,626 
1,800,000 
Reclassification of Class B Shares to Class D, Value
 
(48)
48 
Reclassification of Class B Shares to Class D, Shares
 
(48,000,000)
48,000,000 
Reclassification of Class A Shares to Class C, Value
 
(5)
Reclassification of Class A Shares to Class C, Shares
 
(4,800,000)
4,800,000 
Shares issues for partial stock-split, Value
 
(3)
Shares issues for partial stock-split, Shares
 
3,375,000 
Shares reinstated as shares were cancelled in error in 2015, Value
 
Shares reinstated as shares were cancelled in error in 2015, Shares
 
20,000 
Stock Issued During Period, Value, for compensation
 
369 
369 
Stock Issued During Period, Shares, for compensation
 
Shares Cancelled, Value
 
(64)
(15,156)
(15,220)
Shares Cancelled, Shares
 
(64,357,143)
Net Income (Loss)
(7,791,722)
(7,791,722)
(7,791,722)
Stockholders' Equity at Jul. 31, 2016
$ (16,314,250)
$ 1 
$ 988 
$ 5 
$ 48 
$ 2 
$ 5,581,929 
$ (47,000)
$ (21,850,223)
$ (16,314,250)
Shares, Outstanding at Jul. 31, 2016
 
1,600,000 
987,934,483 
4,800,000 
48,000,000 
1,800,000 
STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended
Jul. 31, 2016
Jul. 31, 2015
Statement of Cash Flows
 
 
Net Income (Loss)
$ (7,791,722)
$ (5,409,714)
Issuance of stock for services
750 
41,040 
Issuance of stock for Termination fee
427 
Cancellation of stock issued for services
(15,220)
Depreciation
422 
319 
Stock-based compensation
369 
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
(13,674)
41,786 
Prepaid expense and deposits - period
(10,118)
Accounts payable - period
796,636 
171,478 
Accrued expenses - period
6,615,417 
5,149,951 
Increase (Decrease) in Operating Liabilities
7,401,935 
5,321,429 
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
7,388,261 
5,363,215 
Net Cash Provided by (Used in) Operating Activities
(403,461)
(46,499)
Purchase of property and equipment
(2,066)
Net Cash Provided by (Used in) Investing Activities
(2,066)
Bank indebtedness, for the period
(528)
528 
Repayment of loan payable
(600)
Proceeds from related party loan
465,193 
44,130 
Repayment of related party loan
(32,778)
Due to related party
800 
250 
Net Cash Provided by (Used in) Financing Activities
432,687 
44,308 
Net Decrease in Cash
27,160 
(2,191)
Cash, Beginning of Period
2,191 
Cash, End of Period
$ 27,160 
$ 0 
STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES (USD $)
12 Months Ended
Jul. 31, 2016
Jul. 31, 2015
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
 
 
Interest paid
$ 0 
$ 0 
Income taxes paid
Issuable common stock - Class B
$ 0 
$ 6 
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.

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 July 31, 2016, the Company has a working capital deficiency of $16,319,435 and has accumulated losses of $21,850,223 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 3 - Summary of Significant Accounting Policies
Note 3 - Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

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

 

The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for AMI as GTI was not formed until December 1, 2010, and was inactive for the period from December 1, 2010 to July 31, 2016.

 

Accounting Basis

 

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

 

Basis of Presentation

 

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

 

Financial Instruments

 

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

 

Level 1:

Observable inputs such as quoted prices in active markets;

 

Level 2:

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

 

Level 3:

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

 

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

 

Cash and Cash Equivalents

 

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

 

Property and Equipment

 

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

 

Concentrations of Credit Risk

 

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

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

 

Reclassifications

 

Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements.

 

Revenue Recognition

 

The Company has yet to realize significant revenues from operations and is still in the development stage.  The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is collection is reasonably assured.

 

Income Taxes

 

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2016, there have been no interest or penalties incurred on income taxes.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to a loss for the year ended July 31, 2016 the outstanding options are anti-dilutive. The Company has more than one class of common stock outstanding. However, the dividend rate of each outstanding class of common stock is equal. Therefore, the net loss per common shares is the same for each class of common stock.

 

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services, for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 4 - Property and Equipment
Note 4 - Property and Equipment

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following as of July 31, 2016 and 2015:

July 31, 2016

July 31, 2015

Office equipment

$                 3,663

$                 1,597 

Less: accumulated depreciation

(1,418)

(996)

PropertyPlantAndEquipmentNet|Label=*»Property and equipment, net

$                 2,245

$                    601 

 

Depreciation expense totaled $422 and $319 for the years ended July 31, 2016 and 2015, respectively.

Note 7 - Loan Payable
Note 7 - Loan Payable

NOTE 7 – 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 April 30, 2015.  The Company has repaid $2,597 as of July 31, 2016. At July 31, 2016, accrued interest on these loans is $277 (2015 - $206). At July 31, 2016, this loan is past due.

Note 8 - Capital Stock
Note 8 - Capital Stock

NOTE 8 – CAPITAL STOCK

The total number of shares of stock which the corporation shall have the authority to issue is 12,207,000,000 (Twelve billion Two hundred and Seven million) shares, consisting of 12,007,000,000 (Twelve billion Seven million) shares of Common Stock having a par value of $.000001 per share and 200,000,000 (Two hundred million) shares of Preferred Stock having a par value of $.000001 per share.

Preferred Shares: 200,000,000 (Two hundred Million) par value $0.000001 per share. There are 1,800,000 shares of preferred stock outstanding at July 31, 2016.

Class “A” 7,000,000 (Seven Million Class “A” common shares) these shares have 1000:1 voting right compared to all other Class of shares and have equal dividend rights as all other Class of shares, par value $0.000001. There are 1,600,000 post-split shares of Class A common stock outstanding at July 31, 2016.

Class “B” 4,000,000,000 (Four Billion Class “B” common shares) with voting and dividend rights, par value $0.000001 per share. There are 987,934,483 post-split shares of Class B common stock outstanding at July 31, 2016.

Class “C” a/k/a Equity Participation Dividend Shares “EPDS” 4,000,000,000 (Four Billion Class “C” common shares) with no voting rights but with dividend rights, par value $0.000001 per share. The Company may issue these shares as it deems necessary, for the purposes including but not limited to: purchasing goods and services for the Company; serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations. There are 4,800,000 post-split shares of Class C common stock outstanding at July 31, 2016.

Class “D” a/k/a Equity Participation Shares “EPS” 4,000,000,000 (Four Billion Class “D” common shares) with no voting rights and no dividend rights, par value $0.000001 per share. The Company may issue these shares as its currency as it deems necessary, for the following purposes but not limited to: purchasing goods and services for the Company; serving as an investment vehicle in acquisitions; for engaging in long term and short term joint ventures; for engaging in single purpose joint ventures; purchasing commodities, supplies, equipment and other tangible items for current and future projects; for engaging in like-kind exchanges as authorized by Internal Revenue Code Section 1031; for purchase of stocks and other securities; for purchase of real estate; for employee awards; and such other lawful purposes not in conflict with the said Board resolution, the Company Bylaws or applicable law and regulations. There are 48,000,000 post-split shares of Class D common stock outstanding at July 31, 2016.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

Whether that series shall have a sinking fund for the redemption or purchase of shares of shares of that series, and, if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of the shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

 

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 December 30, 2014, the Company issued 62,000,000 post- split shares of Class B common stock as a “signing bonus” pursuant to three employment agreements entered during the quarter ended January 31, 2015.  The Company recorded $15,500 of stock compensation for these issuances.

 

On December 30, 2014, the Company issued 48,000,000 post-split shares of Class B common stock to Mr. Shah Mathias (Company Founder) pursuant to the employment agreement dated October 2, 2014. The Company recorded $12,000 of stock compensation for these issuances.

 

On December 30, 2014, the Company issued 40,789,942 post-split shares of Class B common stock to employees as additional compensation. The fair value of these shares is $10,198 and is recorded as stock based compensation. 

 

On February 11, 2015, the Company issued 1,021,000 pre-split shares of Class B common stock to a director of the Company for services provided around March 27, 2014 and pursuant to the directorship agreement.  The Company recorded $1,021 as stock compensation for this issuance.  The Company also issued an additional 188,000 shares of Class B common stock on February 11, 2015 and 2,875,000 shares of Class B common stock on July 24, 2015 to account for the 4:1 stock split as the directorship agreement was entered prior to the effective date of the stock split.

 

On July 24, 2015, the Company issued 286,000 post-split shares of Class B common stock for services rendered to the Company in 2010.  The fair value of these shares is $71 and is recorded as stock based compensation.

 

On July 24, 2015, the Company issued 60,000 post-split shares of Class B common stock to a shareholder who purchased shares from a third party.  The 60,000 post-split shares were not previously accounted for by the Company.

 

On July 24, 2015, the Company issued 9,000,000 post-split shares of Class B common stock to three directors of the Company pursuant to the Directorship agreements.  The fair value of these shares is $2,250 and is recorded as stock based compensation.

 

On July 24, 2015, the Company issued 1,708,960 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 $427 and is recorded as termination fee.

 

On July 24, 2015, the Company rescinded 530,000 post-split shares of Class B common stock that had been issued for services as those parties did not fully perform on their original contracts.  

 

During the year ended July 31, 2015, the Company reinstated 2,000 post-split shares of Class B common stock that were rescinded in error in the year ended July 31, 2014.  

 

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 63,476,191 post-split shares of Class B common stock that had previously been issued to the former CFO for services as the former CFO did not fully perform on the original contract.

 

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 9 - Stock Options
Note 9 - Stock Options

NOTE 9 – STOCK OPTIONS

 

On March 8, 2016, the Company adopted a stock option plan named 2016 Equity Incentive Plan, the purpose of which is to help the Company secure and retain the services of employees, directors and consultants, provide incentives to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock. 

 

On March 8, 2016, the Company granted 8,000,000 stock options to 4 officers and directors of the Company, exercisable at $42 per share and expire on March 8, 2026.  The 8,000,000 options vest according to the following schedule: 3,200,000 options vest immediately and 800,000 vest annually for the next 6 years.  The weighted average grant date fair value of stock options granted during the year ended July 31, 2016 was $0.00009.  During the year ended July 31, 2016, the Company recorded stock-based compensation of $369 (2015 - $nil), as officer payroll on the consolidated statement of operations.

 

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

 

 

Number of Options

Weighted Average Exercise Price

$

Weighted Average Remaining

Contractual Term

Aggregate Intrinsic Value

$

Outstanding, July 31, 2014 and 2015

0

0

 

 

 

 

 

 

 

Granted

8,000,000

42.00

 

 

 

 

 

 

 

Outstanding, July 31, 2016

8,000,000

42.00

9.61

0

 

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

 

 

Year Ended

July 31,

2016

Year Ended

July 31,

2015

 

 

 

Expected dividend yield

0%

0

Expected volatility

150%

0

Expected life (in years)

10

0

Risk-free interest rate

1.83%

0

 

A summary of the status of the Company’s non-vested stock options as of July 31, 2016, and changes during the year period ended July 31, 2016, is presented below:

 

Non-vested options

Number of Options

Weighted Average

Grant Date

Fair Value

$

 

 

 

Non-vested at July 31, 2014 and 2015

 

 

 

Granted

8,000,000

0.00009

Vested

(3,200,000)

0.00009

 

 

 

Non-vested at July 31, 2016

4,800,000

0.00009

 

At July 31, 2016, there was $374 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Plan.  There was $nil intrinsic value associated with the outstanding stock options at July 31, 2016.

Note 10 - Income Taxes
Note 10 - Income Taxes

NOTE 10 INCOME TAXES

 

For the year ended July 31, 2016, the Company has net losses in addition to prior years’ net taxable losses, the result is a net taxable loss carry-forward, and therefore the Company has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved. For the years ended July 31, 2016, and 2015, the cumulative net operating loss carry-forward from operations is approximately $21,786,000 and $13,995,000; respectively, and will expire beginning in the year 2030

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

July 31, 2016

July 31, 2015

Deferred tax asset attributable to:

  Net operating loss carryover

$       7,407,300

$       4,758,300

  Valuation allowance

(7,407,300)

(4,758,300)

      Net deferred tax asset

$                    0

$                    0

 

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

Note 11 - Commitments and Contingencies
Note 11 - Commitments and Contingencies

NOTE 11 – 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 has 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 is 3 years, with an annual base salary of $350,000.  The former CFO is also entitled to 60,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 60,000,000 post-split shares of Class “B” common stock to the former CFO.  On November 11, 2015, the former CFO resigned and the Company rescinded 60,000,000 post-split shares of Class B common stock that had been issued as the former CFO did not fully perform on his employment agreement.

 

The Company has entered into an employment agreement with the Chief Engineer with an effective date of December 3, 2014.  The term of the employment agreement is 3 years, with an annual base salary of $175,000.  The Chief Engineer is also entitled to 1,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 1,000,000 post-split shares of Class “B” common stock to the Chief Engineer.

 

The Company has entered into a directorship agreement with a director of the Company with an effective date of June 30, 2015.  The initial term of the directorship agreement is one year, with an annual base salary of $150,000.  The director is also entitled to 1,000,000 post-split shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 post-split shares of Class B common stock to the director.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.

 

The Company entered into an employment agreement with the 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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021 and the annual base salary was increased to $500,000.

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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021 and the annual base salary was increased to $500,000.

 

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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.

 

The Company entered into eleven directorship agreements with eleven 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 eleven 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.  On March 17, 2016, the term of the agreements was extended to July 31, 2021.

 

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

 

Master Consulting Agreement

 

On March 20, 2016, the Company entered into a Master Consulting Agreement with Global Infrastructure Finance & Development Authority, Inc. (“GIF&DA”), a division of Hi Speed Rail Facilities, Inc.  Hi Speed Rail Facilities, Inc. is a non-profit entity organized and established by the Founder of the Company.  GIF&DA has or is about to secure all necessary approvals by certain Joint Resolutions enacted by the federal and state(s) governmental agencies Legislature for the construction of a project consisting of financing, construction and operation of Hi Speed Rail Passenger, Freight, Air, Sea, Ground, Other Transportation Projects and other Parallel and Ancillary Infrastructure Projects.

 

Pursuant to the Agreement, the Company was appointed as the agent and representative of GIF&DA to facilitate GIF&DA in securing the first and future phases of financing the project and the construction of the project.  The Company shall receive 1.5% the face amount of each master trust indenture (bond indenture) in consideration for arranging financing and developing the sponsorship mechanism of the project.  The term of the Agreement shall continue until the completion of the project.  At July 31, 2016, the Company has not secured any financing for GIF&DA.

 

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 12 - Subsequent Events
Note 12 - Subsequent Events

NOTE 12 – SUBSEQUENT EVENTS

 

On August 4, 2016 the Company issued 129,104 common shares to correct the amount of shares issued to a shareholder as a result of the forward stock split .

 

On August 8, 2016, Company entered into a Material Definitive Agreement for construction (“Construction Agreement”) with Port De Claudius, Inc. (“PDC”). Pursuant to the Construction Agreement, the Company shall perform all tasks and actions required to develop and construct the Port Trajan Pa. commercial properties (the “Project”) and to secure the first and future phases of the financing applicable to the design, planning, engineering, and related soft and hard costs of the construction of the Project. Pursuant to the Construction Agreement, the specifications, designs, construction standards, subcontractor agreements, insurance requirements, hiring and employment policies and similar items shall be developed by the Company, subject to approval by PDC. The Company shall assure that the Project is constructed according to specifications and requirements imposed by the Pennsylvania Department of Transportation (PADOT) and the Federal Highway Administration. The Company shall supervise all phases of the construction of the Project, and it shall be responsible to PDC for all acts or omissions of its employees, subcontractors, agents, consultants and other parties under its control. The Company shall be responsible for assuring that the construction of the Project is performed in a good and workmanlike manner and in accordance with the highest standards of care for the industry.

 

The Project consists of two phases, phase one closing to take place on or before September 16, 2016 (“Phase One”) and phase two to take place on or before August 31, 2017. Phase One consists of land purchase and onsite /off site improvement and its estimated cost, for both phases, is Two Billion Dollars ($2,000,000 ,000), at cost plus forty percent (40%), plus two percent (2%) for the increase in inflation regardless of the cost to the Company to perform the required services. In no event will the profit to the Company from the amount paid by PDC be less than Eight Hundred Million Dollars ($800,000,000). A mobilization fee of $2,729,514 shall be due and payable by PDC to the Company upon the closing of Bond funding for Phase One.

 

On September 11, 2016, the Company entered into an agreement of sale and or assignment of assets in Phase One (the “Sale Agreement”) with Jewel's Real-Estate 10-86 Master LLLP (the “Seller”), Global Infrastructure Finance & Development Authority, Inc., division of Hi Speed Rail Facilities Inc. (the “Financier”), PDC, and HSRF Statutory Trust as Trustee (the "Trustee"), as dictated by the Construction Agreement. The Sale Agreement was thereafter amended on September 13, 2016, in order to change the closing date of the transaction to October 14, 2016. Pursuant to the Sale Agreement, the Company and the Seller shall sell and assign all rights, title and interest in and to any contractual agreements to PDC on completion of Phase One, as governed by the Construction Agreement. The cost of Phase One is $950,000,000. The net Phase One revenue to the Company is $66,719,514.

 

On September 27, 2016, Company filed an 8K report in relation to the above transaction.

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 3 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)
Principles of Consolidation

Principles of Consolidation

 

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

 

The financial position, results of operations and cash flows as of, and for the period reported include only the results of operations for AMI as GTI was not formed until December 1, 2010, and was inactive for the period from December 1, 2010 to July 31, 2016.

Note 3 - Summary of Significant Accounting Policies: Accounting Basis (Policies)
Accounting Basis

Accounting Basis

 

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

Note 3 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)
Basis of Presentation

Basis of Presentation

 

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

Note 3 - Summary of Significant Accounting Policies: Financial Instruments (Policies)
Financial Instruments

Financial Instruments

 

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

 

Level 1:

Observable inputs such as quoted prices in active markets;

 

Level 2:

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

 

Level 3:

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

 

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

Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
Cash and Cash Equivalents

Cash and Cash Equivalents

 

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

Note 3 - Summary of Significant Accounting Policies: Property and Equipment (Policies)
Property and Equipment

Property and Equipment

 

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

Note 3 - Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies)
Concentrations of Credit Risk

Concentrations of Credit Risk

 

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

Note 3 - Summary of Significant Accounting Policies: Use of Estimates (Policies)
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Note 3 - Summary of Significant Accounting Policies: Reclassifications (Policies)
Reclassifications

Reclassifications

 

Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements.

Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)
Revenue Recognition

Revenue Recognition

 

The Company has yet to realize significant revenues from operations and is still in the development stage.  The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is collection is reasonably assured.

Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies)
Income Taxes

Income Taxes

 

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2016, there have been no interest or penalties incurred on income taxes.

Note 3 - Summary of Significant Accounting Policies: Basic Income (loss) Per Share (Policies)
Basic Income (loss) Per Share

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to a loss for the year ended July 31, 2016 the outstanding options are anti-dilutive. The Company has more than one class of common stock outstanding. However, the dividend rate of each outstanding class of common stock is equal. Therefore, the net loss per common shares is the same for each class of common stock.

Note 3 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies)
Stock-based Compensation

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services, for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Note 3 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 11 - 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 has 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 is 3 years, with an annual base salary of $350,000.  The former CFO is also entitled to 60,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 60,000,000 post-split shares of Class “B” common stock to the former CFO.  On November 11, 2015, the former CFO resigned and the Company rescinded 60,000,000 post-split shares of Class B common stock that had been issued as the former CFO did not fully perform on his employment agreement.

 

The Company has entered into an employment agreement with the Chief Engineer with an effective date of December 3, 2014.  The term of the employment agreement is 3 years, with an annual base salary of $175,000.  The Chief Engineer is also entitled to 1,000,000 post-split shares of Class “B” common stock as a signing bonus.  On December 30, 2014, the Company issued 1,000,000 post-split shares of Class “B” common stock to the Chief Engineer.

 

The Company has entered into a directorship agreement with a director of the Company with an effective date of June 30, 2015.  The initial term of the directorship agreement is one year, with an annual base salary of $150,000.  The director is also entitled to 1,000,000 post-split shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 post-split shares of Class B common stock to the director.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.

 

The Company entered into an employment agreement with the 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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021 and the annual base salary was increased to $500,000.

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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021 and the annual base salary was increased to $500,000.

 

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.  On March 17, 2016, the term of the agreement was extended to July 31, 2021.

 

The Company entered into eleven directorship agreements with eleven 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 eleven 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.  On March 17, 2016, the term of the agreements was extended to July 31, 2021.

Note 11 - Commitments and Contingencies: Operating Lease (Policies)
Operating Lease

Operating Lease

 

On April 30, 2014, the Company terminated its existing office space lease, and entered into a new month to month rent agreement for office space. The new agreement which commenced on November 1, 2015, calls for monthly rent payments of $1,440. The terminated lease agreement has not been resolved as to payment of existing amounts due in cash or stock, or as to any early termination fees.  As of July 31, 2016, no stock has been issued in payment of rent.

Note 11 - Commitments and Contingencies: Master Consulting Agreement (Policies)
Master Consulting Agreement

Master Consulting Agreement

 

On March 20, 2016, the Company entered into a Master Consulting Agreement with Global Infrastructure Finance & Development Authority, Inc. (“GIF&DA”), a division of Hi Speed Rail Facilities, Inc.  Hi Speed Rail Facilities, Inc. is a non-profit entity organized and established by the Founder of the Company.  GIF&DA has or is about to secure all necessary approvals by certain Joint Resolutions enacted by the federal and state(s) governmental agencies Legislature for the construction of a project consisting of financing, construction and operation of Hi Speed Rail Passenger, Freight, Air, Sea, Ground, Other Transportation Projects and other Parallel and Ancillary Infrastructure Projects.

 

Pursuant to the Agreement, the Company was appointed as the agent and representative of GIF&DA to facilitate GIF&DA in securing the first and future phases of financing the project and the construction of the project.  The Company shall receive 1.5% the face amount of each master trust indenture (bond indenture) in consideration for arranging financing and developing the sponsorship mechanism of the project.  The term of the Agreement shall continue until the completion of the project.  At July 31, 2016, the Company has not secured any financing for GIF&DA.

Note 11 - 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 4 - Property and Equipment: Property and Equipment Consist of The Following As of July 31, 2016 and 2015 (Tables)
Property and Equipment Consist of The Following As of July 31, 2016 and 2015:

Property and equipment consist of the following as of July 31, 2016 and 2015:

July 31, 2016

July 31, 2015

Office equipment

$                 3,663

$                 1,597 

Less: accumulated depreciation

(1,418)

(996)

PropertyPlantAndEquipmentNet|Label=*»Property and equipment, net

$                 2,245

$                    601 

Note 10 - Income Taxes: Summary of Cumulative Tax Effect (Tables)
Summary of Cumulative Tax Effect

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

July 31, 2016

July 31, 2015

Deferred tax asset attributable to:

  Net operating loss carryover

$       7,407,300

$       4,758,300

  Valuation allowance

(7,407,300)

(4,758,300)

      Net deferred tax asset

$                    0

$                    0

Note 4 - Property and Equipment: Property and Equipment Consist of The Following As of July 31, 2016 and 2015 (Details) (USD $)
Jul. 31, 2016
Jul. 31, 2015
Details
 
 
OfficeEquipmentGross
$ 3,663 
$ 1,597 
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment
(1,418)
(996)
Property, Plant and Equipment, Net
$ 2,245 
$ 601 
Note 10 - Income Taxes (Details) (USD $)
Jul. 31, 2016
Jul. 31, 2015
Details
 
 
Cumulative net operating loss carry-forward from operations
$ 21,786,000 
$ 13,995,000 
Note 10 - Income Taxes: Summary of Cumulative Tax Effect (Details) (USD $)
Jul. 31, 2016
Jul. 31, 2015
Details
 
 
Net operating loss carryover
$ 7,407,300 
$ 4,758,300 
Valuation allowance
(7,407,300)
(4,758,300)
Net deferred tax asset
$ 0 
$ 0