Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jul. 31, 2018 |
Oct. 04, 2019 |
Jan. 31, 2018 |
|
| Entity Registrant Name | Ameri Metro, Inc. (formerly Yellowwood) | ||
| Entity Central Index Key | 0001534155 | ||
| Document Type | 10-K/A | ||
| Document Period End Date | Jul. 31, 2018 | ||
| Amendment Flag | true | ||
| Current Fiscal Year End Date | --07-31 | ||
| Amendment Description | Ameri Metro, Inc. (referred to as “we,” “us,” “our,” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2019 (the “Original Form 10-K”). This Amendment No. 1 amends the Original Form 10-K to include the Interactive Data Files and to correct Notes 3 and Notes 4 to the Consolidated Financial Statements for periods ending July 31, 2018 and 2017 in Item 8. In connection with the filing of this Amendment No. 1 and pursuant to the rules of the SEC, the Company is including with this Amendment No. 1 correctly dated certifications, required by Rule 13a-14(a) under the Exchange Act, by its chief executive officer and principal financial officer and the exhibits that were not filed due to time constraints. | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2018 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Shell Company | false | ||
| Entity Emerging Growth Company | false | ||
| Entity File Number | 000-54546 | ||
| Entity Public Float | $ 0 | ||
| Preferred Stock [Member] | |||
| Entity Common Stock, Shares Outstanding | 1,800,000 | ||
| Class A Common Stock [Member] | |||
| Entity Common Stock, Shares Outstanding | 1,600,000 | ||
| Class B Common Stock [Member] | |||
| Entity Common Stock, Shares Outstanding | 1,062,522,134 | ||
| Class C Common Stock [Member] | |||
| Entity Common Stock, Shares Outstanding | 48,000,000 | ||
| Class D Common Stock [Member] | |||
| Entity Common Stock, Shares Outstanding | 48,000,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| OPERATING EXPENSES | ||
| General and administrative | $ 10,800,569 | $ 8,807,896 |
| TOTAL OPERATING EXPENSES | 10,800,569 | 8,807,896 |
| LOSS FROM OPERATIONS | (10,800,569) | (8,807,896) |
| OTHER INCOME (EXPENSE) | ||
| Interest expense | (46,949) | (44,223) |
| TOTAL OTHER INCOME (EXPENSE) | (46,949) | (44,223) |
| NET LOSS | $ (10,847,518) | $ (8,852,119) |
| LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (0.01) | $ (0.01) |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 1,088,490,659 | 1,086,130,405 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - 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, 2016 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | $ 5,592,682 | $ (47,000) | $ (21,125,156) | $ (15,578,383) |
| Balance, shares at Jul. 31, 2016 | 1,800,000 | 1,600,000 | 990,670,483 | 48,000,000 | 48,000,000 | ||||
| Adjustment to shares as result of prior stock split | 220,176 | ||||||||
| Stock-based compensation | $ 912 | $ 912 | |||||||
| Net loss | (8,852,119) | (8,852,119) | |||||||
| Balance at Jul. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,594 | (47,000) | (29,977,275) | (24,429,590) |
| Balance, shares at Jul. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
| Stock-based compensation | 315 | 315 | |||||||
| Net loss | (10,847,518) | (10,847,518) | |||||||
| Balance at Jul. 31, 2018 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | $ 5,593,909 | $ (47,000) | $ (40,824,793) | $ (35,276,793) |
| Balance, shares at Jul. 31, 2018 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 |
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $ (10,847,518) | $ (8,852,119) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation expense | 526 | 525 |
| Stock-based compensation | 315 | 912 |
| Changes in operating assets and liabilities: | ||
| Prepaid expense and deposits | 8,678 | |
| Accounts payable and accrued expenses | 998,699 | (117,164) |
| Accrued expenses - related parties | 1,263,620 | 12,196 |
| Accrued compensation expenses - related parties | 8,500,103 | 8,809,998 |
| Cash flows used in operating activities | (84,255) | (136,974) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from related party loans | 84,561 | 121,862 |
| Repayment of related party loans | (12,048) | |
| Cash flows provided by financing activities | 84,561 | 109,814 |
| NET INCREASE (DECREASE) IN CASH | 306 | (27,160) |
| CASH, BEGINNING OF YEAR | 27,160 | |
| CASH, END OF YEAR | 306 | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||
| Interest paid | ||
| Income taxes paid | ||
NATURE OF BUSINESS |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Nature Of Business | |
| NATURE OF BUSINESS | NOTE 1 – 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. |
GOING CONCERN |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Going Concern [Abstract] | |
| 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, 2018, the Company has a working capital deficiency of $35,277,987 and has accumulated losses of $40,824,793 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. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Accounting Policies [Abstract] | |
| 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 and its wholly-owned subsidiaries, Global Transportation & Infrastructure, Inc. (“GTI”) and Ameri Metro Ireland Ltd. (“AMI”). 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 Ameri Metro as GTI was inactive for the period from December 1, 2010 to July 31, 2018, and AMI and was inactive for the period from June 13, 2018 to July 31, 2018. 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 GAAP accounting and are presented in US dollars. Participating Profits Interest As at July 31, 2018, the Company has a 25% participating profits interest in sixteen related entities. The remaining 75% 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 July 31, 2018, the Company’s participating profits interest in these companies was $0. 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, accounts 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. Property and Equipment The capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation. Office equipment has a useful life of five years. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the years ended July 31, 2018 and 2017, 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 include 22,000,000 stock options as at July 31, 2018, and 2017, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2018, there have been no interest or penalties incurred on income taxes. Stock-Based Compensation The Company accounts for employee stock-based compensation including grants of employee stock options, based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this update should be applied under a modified retrospective approach. The new standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management does not plan to early adopt this guidance. The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business in order to assist companies in the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance also removes the existing evaluation of a market participant’s ability to replace missing elements and narrows the definition of output to achieve consistency with other topics. This ASU was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and should be applied on a prospective basis. The Company is evaluating the effect that ASU No. 2017-01 will have on its consolidated financial statements and related disclosures. In June 2018, FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. The new standard is effective for annual reporting periods beginning after December 15, 2018 with early adoption permitted. Management does not plan to early adopt this guidance. The Company is evaluating the effect that ASU No. 2018-07 will have on its consolidated financial statements and related disclosures.
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.
Reclassification
Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to 2018 presentation. The reclassifications had no effect on previously reported results of operations or retained deficit. |
PROPERTY AND EQUIPMENT |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 | ||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||
| PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment consist of the following as of July 31, 2018 and 2017:
Depreciation expense totaled $526 and $525 for the years ended July 31, 2018 and 2017, respectively. |
LOANS PAYABLE - RELATED PARTIES |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Related Party Transactions [Abstract] | |
| LOANS PAYABLE - RELATED PARTIES | NOTE 5 – LOANS PAYABLE – RELATED PARTIES As of July 31, 2018 and 2017, $978,745 and $894,184, respectively, is due to the majority shareholder as they paid expenses on behalf of the Company, of which $521,737 and $512,889, respectively is unsecured, non-interest bearing and due on demand, $449,408 (2017 - $373,695) is due on October 31, 2018, with an interest rate of 3.50% per annum, $7,600 (2017 - $7,600) is due on demand with an interest rate of 2% per annum. At July 31, 2018 and 2017, accrued interest on these loans is $33,662 and $18,742, respectively, which is included in accrued expenses – related parties. Effective August 1, 2018 the loans were consolidated with the repayment term extended to April 30, 2021 at an interest rate of 3% per annum. At July 31, 2018, and 2017, the Company is indebted to three directors of the Company for an aggregate of $1,050 for expenditures incurred on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. |
STOCK PAYABLE |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Stock Payable [Abstract] | |
| STOCK PAYABLE | NOTE 6 – STOCK PAYABLE Effective October 2, 2014, the Company entered into an employment agreement with Mr. Shah Mathias (the Company’s founder and a majority shareholder) for the Head of Mergers and Acquisitions and Business Development, and as non-board member President (See Note 9). According to the agreement, the Company agreed to issue stock options of 1.2% of all authorized stock capitalization to Mr. Shah Mathias at the time of appointment. In addition, the Company agreed to issue shares of common stock equal to 10% of any shares issued under a public offering pursuant to a Form S-1 registration statement; and if shares are issued at such time to any other party Mr. Shah Mathias is to be issued an equal amount of shares. As of July 31, 2018, the Company has not completed its public offering pursuant to a Form S-1 registration statement. On April 3, 2015, the Company amended the employment agreement to eliminate the requirement to issue stock options of 1.2% of all authorized stock capitalization and, instead, agreed to issue Mr. Shah Mathias a total of 1.2% of Class A and Class B shares of common stock, and 1% of Class C and D shares of common stock at the time of the amendment. As of July 31, 2018, the Company has issued 48,000,000 shares of Class D common stock and 43,200,000 shares of Class C common stock pursuant to the employment agreement, and recorded $13,281 of stock payable for unissued stock consisting of 84,000 unissued Class A common stock, 4,800,000 unissued Class B common stock, and 48,000,000 unissued Class D Stock. |
CAPITAL STOCK |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Stockholders' Equity Note [Abstract] | |
| CAPITAL STOCK | NOTE 7 – CAPITAL STOCK
The Company currently has authorized 12,207,000,000 shares, consisting of 12,007,000,000 shares of common stock with a par value of $0.000001 per share and 200,000,000 shares of preferred stock with a par value of $0.000001 per share. The pertinent rights and privileges of the authorized capital stock is as follows: • Class A common stock – 7,000,000 shares, each share having a 1000:1 voting right compared to all other classes of shares and have equal dividend rights as all other classes of shares, and a par value of $.000001 per share; • Class B common stock – 4,000,000,000 shares, each share with 1 vote, dividend rights, and a par value $0.000001 per share; • Class C common stock (a/k/a Equity Participation Dividend Shares) – 4,000,000,000 shares with no voting rights, but with dividend rights, and a par value of $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. In the event Class C shares are used to purchase or complete a project, the initial 7% of the net profits are distributed to the applicable class shareholders. Thereafter, all classes of stock share equally in any dividends; • Class D common stock (a/k/a Equity Participation Shares) – 4,000,000,000 shares with no voting rights, no dividend rights, and a par value of $0.000001 per share. The Company may issue these shares 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. In the event Class D shares are used to purchase or complete a project, the initial 7% of the net profits are distributed to the applicable class shareholders. Thereafter, all classes of stock share equally in any dividends; and • Preferred stock – 200,000,000 shares with no voting rights, no dividend rights, and a par value of $0.000001 per share. On August 3, 2015, the Company exchanged 4,800,000 shares of Class A common stock for 4,800,000 shares of Class C common stock and exchanged 48,000,000 shares of Class B common stock for 48,000,000 shares of Class D common stock. On August 31, 2015, the Company issued 1,000,000 shares of Class B common stock to a director of the Company pursuant to directorship agreement entered on August 4, 2015. The fair value of these shares was $250 and was recorded as directors’ fees. On September 10, 2015, the Company issued 2,000,000 shares of Class B common stock to two directors of the Company pursuant to two directorship agreements entered on August 4, 2015. The fair value of these shares was $500 and was recorded as directors’ fees. During the year ended July 31, 2017, the Company issued 220,176 Class B common shares to correct the number of shares issued to a shareholder as a result of the forward stock split. |
STOCK OPTIONS |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK OPTIONS | NOTE 8 – 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. 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 was $0.00009 per share. During the year ended July 31, 2018, and 2017, the Company recorded stock-based compensation of $94 and $153, respectively, on the consolidated statement of operations. On November 1, 2016, the Company granted 14,000,000 stock options to 7 officers and directors of the Company, exercisable at $42 per share and expire on November 1, 2026. The 14,000,000 options vest according to the following schedule: 5,600,000 options vest immediately and 1,400,000 vest annually for the next 6 years. The weighted average grant date fair value of stock options granted was $0.00009 per share. During the year ended July 31, 2018, and 2017, the Company recorded stock-based compensation of $221 and $759, respectively, on the consolidated statement of operations. 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 July 31, 2018, there was $448 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, 2018. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 9 – 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 July 31, 2018 and through October 15, 2019, 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. Employee Agreements The Company has entered into an employment agreement with the Chief Executive Officer (“CEO”) Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000. On April 21, 2017, the agreement was extended to April 21, 2021. The Company has signed an employment agreement with Mr. Shah Mathias (Company Founder) for the Head of Mergers and Acquisitions and Business Development, and as non-board member President, with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years. The Company Founder is also eligible to earn an annual bonus award of up to 100% of the annual base salary. In addition, the Company Founder is entitled to receive shares of the Company’s common stock (See Note 6). 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 shares of Class “B” common stock as a signing bonus. On December 30, 2014, the Company issued 1,000,000 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 shares of Class B common stock. On July 24, 2015, the Company issued 1,000,000 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 General Counsel with an effective date of August 4, 2015. The term of the employment agreement is 3 years, with an annual base of $500,000. On March 17, 2016, the term of the agreement was extended to July 31, 2021. The Company entered into thirteen directorship agreements with thirteen Directors of the Company. The initial term of the directorship agreements is one year, with an annual base salary of $150,000. Each of the thirteen directors is also entitled to 1,000,000 shares of Class B common stock. On March 17, 2016, the term of the agreements was extended to July 31, 2021. On October 19, 2016, the Company appointed three individuals as Directors of the Company and the Audit Committee. Effective November 1, 2016, the annual compensation for each of the individuals is $120,000. The Company has entered into an employment agreement with the President of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $650,000. The Company has entered into an employment agreement with the Chief Risk Officer of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $500,000. The Company has entered into an employment agreement with the Vice CEO of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $750,000. The Company has entered into an employment agreement with the Treasurer of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $600,000. The Company has entered into an employment agreement with the Non-Executive General Manager of the Company with an effective date of November 1, 2016. The term of the employment agreement is 3 years, with an annual base salary of $160,000. As of July 31, 2018, and 2017, total accrued compensation expenses to related parties related to the above employment agreements were $31,720,348 and $23,220,245, respectively. At July 31, 2018, the Company has accrued payroll taxes of $911,382 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 July 31, 2018, and 2017, the Company recorded unpaid rent expense of $27,753 and $27,753, respectively, and accrued interest and late fee of $136,780 and $110,170, 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 July 31, 2018 the Company has accrued $1,263,870 and $1,295,120 in salaries for J. Harold Hatchett III and Ronald Silberstein, respectively. The Company received 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 |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 10 – INCOME TAXES The potential benefit of net operating losses has not been recognized in the consolidated financial statements. The Company did not incur any income tax expense for the years ended July 31, 2018 and 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the 2017 Tax Cuts and Jobs Act ("2017 Tax Reform"). The 2017 Tax Reform significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. The Company has reasonably estimated the effects of the 2017 Tax Reform and recorded provisional amounts in the consolidated financial statements as of July 31, 2018. This amount is primarily comprised of the re-measurement of federal net deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21%, from 34%. A blended rate of 26.4% is utilized for the year ended July 31, 2018. The Company will continue to monitor additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, so we may make adjustments to the provisional amounts (if any). However, management's opinion is that future adjustments due to the 2017 Tax Reform should not have a material impact on the Company's provision for income taxes. The items accounting for the difference between income taxes computed at the statutory rate and the provision for income taxes consisted of the following for the years ended July 31, 2018 and 2017, respectively:
The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows for the years ended July 31, 2018 and 2017, respectively:
The significant components of deferred income tax assets and liabilities at July 31, 2018 and 2017, are as follows:
The Company has not filed its federal and state tax returns for the years ended July 31, 2018 and 2017. 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 July 31, 2018, the Company had approximately $7.7 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 2030 unless utilized. Given the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating carryovers may be subject to an annual limitation in the event of a change of control as defined the regulations. A Section 382 analysis has not been prepared and the Company’s NOLs could be subject to limitation. |
SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration. On August 20, 2018, the Company issued 100,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. 2015 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2015 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. On August 20, 2018, the Company issued 100,000,000 Class B shares of common stock in the name of the Ameri Metro, Inc. 2018 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2018 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. 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. 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. On September 18, 2018, the Company issued 150,000,000 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 30, 2018, the Company entered into a memorandum of understanding (“MOU”) to purchase 100% of Air Cyprus Aviation Limited (ACA) in exchange for £9,500,000. An amendment to the MOU was signed to cause the MOU to become binding which is subject to government regulatory approval. On October 1, 2018 the Company issued 18,000,000 each of Class C and Class D shares of common stock in the name of the Ameri Metro, Inc. Trust. The shares are being administered by HSRF Statutory Trust and reserved on behalf of the shareholders for future dividend disbursement. On October 23, 2018, Shah Mathias transferred 200,000,000 of his personal Class B Ameri Metro shares to the HSRF Statutory Trust. The transfer would permit the possible future purchase of equipment and services from designated vendors and suppliers. The transferred shares remain in Mr. Mathias’ control. On August 30, 2018, the Company granted a total of 4,000,000 stock options to two officers and directors of the Company, exercisable at $357 per share and expire on August 30, 2024. The 4,000,000 options vest according to the following schedule: 1,600,000 options vest immediately, and 400,000 vest annually for the next 6 years. On October 12, 2018, the Company issued 1,600,000 shares of Class B common stock to two officers and directors of the Company pursuant to the exercise of stock options granted on August 30, 2018. The shares were issued from Equity Incentive Plan reserved shares. On August 30, 2018, the Company granted 100,000 stock options to a consultant of the Company, exercisable at a price to be set by the Company, and expire on August 30, 2024. The 100,000 options vest according to the following schedule: 40,000 options vest immediately, and 10,000 vest annually for the next 6 years. The Company issued 10,000 of the shares on October 11, 2018 exercisable at a price of $460/share. The shares were issued from Equity Incentive Plan reserved shares. On October 12, 2018, the Company issued 3,600,000 shares of Class B common stock to 3 officers and directors of the Company pursuant to the exercise of stock options granted on March 3, 2015. The shares were issued from Equity Incentive Plan reserved shares. On October 12, 2018, the Company issued 7,200,000 shares of Class B common stock to 6 officers and directors of the Company pursuant to the exercise of stock options granted on November 1, 2016. The shares were issued from Equity Incentive Plan reserved shares. On October 12, 2018, the Company issued 2,000,000 shares of Class B common stock to a consultant of the Company pursuant to subscription agreement entered on February 7, 2018. The shares were issued from Equity Incentive Plan reserved shares. On November 5, 2018, the Company issued 2,000,000 shares of Class B common stock to two officers and directors of the Company for services pursuant to directorship agreements dated August 30, 2018.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. In addition, the Company amended the exercise price of certain stock options granted a consultant from $460 per share, with a maximum sell price of $560, to $515 per share, with a maximum sell price of $715 per share. On January 10, 2019 the Company issued 25,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares and 25,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares for services rendered. On January 10, 2019 the Company issued 40,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to a Director for shares he should have received during a prior 4:1 stock split. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the 2018 Equity Incentive Plan reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the Ameri Metro Inc. Trust reserved shares to the Ameri Metro North American Pension/HSRF Statutory Trust for future employee benefit programs. On January 10, 2019 the Company issued 10,000,000 Class B common shares from the Ameri Metro Inc. Trust reserved shares to the Ameri Metro Universal Pension/HSRF Statutory Trust for future employee benefit programs. On June 17, 2019 the Company issued 1,200,000 Class B common shares from the 2015 Equity Incentive Plan reserved shares to a Director per November 1, 2016 Equity Agreement. On June 20, 2019, the Company issued an additional 200,000,000 Class B shares of common stock in the name of Ameri Metro, Inc. 2015 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2015 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust. On June 29, 2019 the Company issued a total of 53,931,475 Class B common shares from the 2015 Equity Incentive Plan reserved shares held by HSRF Statutory Trust to (1) the sixteen related entities discussed in Note 3 to obtain a 25% ownership interest with no voting rights in each of the sixteen related entities and (2) to a project in order to obtain a 10% participating profits interest in a project. The Company’s majority shareholder obtains the remaining 90% participating profits interest in that project. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended |
|---|---|
Jul. 31, 2018 | |
| Accounting Policies [Abstract] | |
| 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 subsidiaries, Global Transportation & Infrastructure, Inc. (“GTI”) and Ameri Metro Ireland Ltd. (“AMI”). 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 Ameri Metro as GTI was inactive for the period from December 1, 2010 to July 31, 2018, and AMI and was inactive for the period from June 13, 2018 to July 31, 2018. |
| 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. |
| Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with GAAP accounting and are presented in US dollars. |
| Participating Profits Interest | Participating Profits Interest As at July 31, 2018, the Company has a 25% participating profits interest in sixteen related entities. The remaining 75% 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 July 31, 2018, the Company’s participating profits interest in these companies was $0. |
| 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, accounts 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. |
| Property and Equipment | Property and Equipment The capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation. Office equipment has a useful life of five years. |
| 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. |
| 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. |
| Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the years ended July 31, 2018 and 2017, 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 include 22,000,000 stock options as at July 31, 2018, and 2017, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. |
| Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2018, there have been no interest or penalties incurred on income taxes. |
| Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation including grants of employee stock options, based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this update should be applied under a modified retrospective approach. The new standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management does not plan to early adopt this guidance. The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business in order to assist companies in the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance also removes the existing evaluation of a market participant’s ability to replace missing elements and narrows the definition of output to achieve consistency with other topics. This ASU was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and should be applied on a prospective basis. The Company is evaluating the effect that ASU No. 2017-01 will have on its consolidated financial statements and related disclosures. In June 2018, FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. The new standard is effective for annual reporting periods beginning after December 15, 2018 with early adoption permitted. Management does not plan to early adopt this guidance. The Company is evaluating the effect that ASU No. 2018-07 will have on its consolidated financial statements and related disclosures.
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. |
| Reclassification | Reclassification
Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to 2018 presentation. The reclassifications had no effect on previously reported results of operations or retained deficit. |
PROPERTY AND EQUIPMENT (Tables) |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 | ||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||
| Schedule of Property and Equipment | Property and equipment consist of the following as of July 31, 2018 and 2017:
|
STOCK OPTIONS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments [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:
|
INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 | |||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
| Schedule of Difference between Income Taxes Computed at Statutory Rate and Provision for Income Taxes | The items accounting for the difference between income taxes computed at the statutory rate and the provision for income taxes consisted of the following for the years ended July 31, 2018 and 2017, respectively:
|
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| Schedule of Reconciliation of Provision for Income Taxes | The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows for the years ended July 31, 2018 and 2017, respectively:
|
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| Schedule of Significant Components of Deferred Income Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities at July 31, 2018 and 2017, are as follows:
|
GOING CONCERN (Details) - USD ($) |
Jul. 31, 2018 |
Jul. 31, 2017 |
|---|---|---|
| Going Concern [Abstract] | ||
| Working capital deficiency | $ 35,277,987 | |
| Accumulated losses | $ 40,824,793 | $ 29,977,275 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| Related Party Transaction [Line Items] | ||
| Participating profits interest in sixteen related entities | 25.00% | |
| Participating profits interest | $ 0 | |
| Useful life of office equipment | 5 years | |
| Potentially dilutive securities stock options excluded from computation of diluted net loss per share | 22,000,000 | 22,000,000 |
| Majority Shareholder [Member] | ||
| Related Party Transaction [Line Items] | ||
| Participating profits interest in sixteen related entities | 75.00% | |
| Percentage of voting control | 100.00% | |
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation expense | $ 526 | $ 525 |
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) - USD ($) |
Jul. 31, 2018 |
Jul. 31, 2017 |
|---|---|---|
| Property, Plant and Equipment [Abstract] | ||
| Office equipment | $ 3,663 | $ 3,663 |
| Less: accumulated depreciation | (2,469) | (1,943) |
| Property and equipment, net | $ 1,194 | $ 1,720 |
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) |
Aug. 01, 2018 |
Jul. 31, 2018 |
Jul. 31, 2017 |
|---|---|---|---|
| Related Party Transaction [Line Items] | |||
| Due to majority shareholder | $ 978,745 | $ 894,184 | |
| Accrued interest | 33,662 | 18,742 | |
| Subsequent Event [Member] | |||
| Related Party Transaction [Line Items] | |||
| Interest rate | 3.00% | ||
| Unsecured, non-interest bearing and due on demand [Member] | |||
| Related Party Transaction [Line Items] | |||
| Due to majority shareholder | 521,737 | 512,889 | |
| Due to three directors | 1,050 | 1,050 | |
| Due on October 31, 2018 [Member] | |||
| Related Party Transaction [Line Items] | |||
| Due to majority shareholder | $ 449,408 | 373,695 | |
| Interest rate | 3.50% | ||
| Due on demand [Member] | |||
| Related Party Transaction [Line Items] | |||
| Due to majority shareholder | $ 7,600 | $ 7,600 | |
| Interest rate | 2.00% |
STOCK OPTIONS (Schedule of Summary of Stock Option Activity) (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
| Number of Options | |||
| Outstanding | 22,000,000 | 8,000,000 | |
| Granted | 0 | 14,000,000 | |
| Outstanding | 22,000,000 | 22,000,000 | 8,000,000 |
| Weighted Average Exercise Price | |||
| Outstanding | $ 42.00 | $ 42.00 | |
| Granted | 0 | 42.00 | |
| Outstanding | $ 42.00 | $ 42.00 | $ 42.00 |
| Weighted Average Remaining Contractual Term | |||
| Outstanding | 8 years 7 days | 0 years | |
| Granted | 0 years | 0 years | |
| Aggregate Intrinsic Value | |||
| Outstanding | $ 0 | ||
| Granted | $ 0 | $ 0 | |
| Outstanding | $ 0 | $ 0 | |
STOCK OPTIONS (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
| Expected dividend yield | 0.00% | 0.00% |
| Expected volatility | 150.00% | 150.00% |
| Expected life (in years) | 10 years | 10 years |
| Risk-free interest rate | 1.83% | 1.83% |
INCOME TAXES (Narrative) (Details) $ in Millions |
12 Months Ended |
|---|---|
|
Jul. 31, 2018
USD ($)
| |
| Income Tax Disclosure [Abstract] | |
| Federal and state net operating losses | $ 7.7 |
| Federal and state net operating losses expiration period | Jul. 31, 2030 |
| Percentage of valuation reserve against anticipated recovery from use of net operating losses | 100.00% |
INCOME TAXES (Schedule of Difference between Income Taxes Computed at Statutory Rate and Provision for Income Taxes) (Details) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| Income Tax Disclosure [Abstract] | ||
| Computed income tax benefit at statutory tax rate | 26.40% | 34.00% |
| Non-deductible accrued fees | (23.70%) | (33.20%) |
| Change in effective tax rates | (5.00%) | |
| Changes in allowance on deferred tax assets | 2.00% | (0.80%) |
| Total income tax expense | ||
INCOME TAXES (Schedule of Reconciliation of Provision for Income Taxes) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
|
| Income Tax Disclosure [Abstract] | ||
| Loss before income taxes | $ (10,847,518) | $ (8,852,119) |
| Income tax recovery at statutory rate | (2,865,600) | (3,009,700) |
| Permanent differences | 100 | 300 |
| Deferred tax true up | 2,579,300 | 2,941,000 |
| Change in effective tax rates | 505,800 | |
| Valuation allowance change | (219,600) | 68,400 |
| Provision for income taxes | ||
INCOME TAXES (Schedule of Significant Components of Deferred Income Tax Assets and Liabilities) (Details) - USD ($) |
Jul. 31, 2018 |
Jul. 31, 2017 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net operating losses | $ 4,627,700 | $ 5,209,200 |
| Accrued expenses | (2,579,300) | (2,941,300) |
| Deferred income tax assets | 2,048,400 | 2,267,900 |
| Valuation allowance | (2,048,400) | (2,267,900) |
| Net deferred income tax asset |