Document and Entity Information (USD $)

3 Months Ended

Oct. 31, 2016

Jan. 31, 2016

Dec. 15, 2016

Common Class A

Dec. 15, 2016

Common Stock B

Dec. 15, 2016

Common Class C

Dec. 15, 2016

Common Class D

Dec. 15, 2016

Preferred Class A

Entity Registrant Name

Ameri Metro, Inc. (formerly Yellowwood)

Document Type

10-Q

Document Period End Date

Oct. 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

988,038,587

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

2017

Document Fiscal Period Focus

Q1

Entity Public Float

$ 0

Trading Symbol

amgi

STATEMENT OF FINANCIAL POSITION (USD $)

Oct. 31, 2016

Jul. 31, 2016

ASSETS

Cash and cash equivalents

$ 620

$ 27,160

Prepaid expenses

5,417

8,678

Total Current Assets

6,037

35,838

Office equipment, net

2,114

2,245

Prepaid Expenses and deposits

2,940

Total Assets:

11,091

41,023

Accounts payable

1,048,434

1,069,608

Accrued expenses

16,000,220

14,320,245

Due to related party

1,050

Loans payable - related party

970,243

960,967

Loans payable

3,403

Total Liabilities

18,023,350

16,355,273

Preferred stock, authorized

200,000,000

Preferred stock, par value

0.000001

Preferred stock, shares issued and outstanding

1,800,000

Paid in Capital preferred stock

2

Common stock class A, authorized

7,000,000

Common stock class A, par value

0.000001

Common stock class A, issued and outstanding

1,600,000

Paid in Capital Common stock class A

1

Common stock class B, authorized

4,000,000,000

Common stock class B, par value

0.000001

Common stock class B, issued and outstanding

988,038,587

987,934,483

Paid in Capital Common stock class B

988

Common stock class C, authorized

4,000,000,000

Common stock class C, par value

0.000001

Common stock class C, issued and outstanding

4,800,000

Paid in Capital Common stock class C

5

Common stock class D, authorized

4,000,000,000

Common stock class D, par value

0.000001

Common stock class D, issued and outstanding

48,000,000

Paid in Capital Common stock class D

48

Additional paid in Capital

5,581,975

5,581,929

Stock subscriptions receivable

(47,000)

Accumulated Deficit

(23,548,278)

(21,850,223)

Total Stockholders' Deficit

(18,012,259)

(16,314,250)

Total Liabilities and Equity Deficit

$ 11,091

$ 41,023

STATEMENTS OF OPERATIONS (USD $)

3 Months Ended

Oct. 31, 2016

Oct. 31, 2015

Income Statements

REVENUES

$ 0

Professional fees

15,100

775,873

Directors fees

450,000

600,750

Depreciation

131

80

General & administrative

146,760

184,137

Officer payroll

1,081,296

1,110,417

TOTAL OPERATING EXPENSES

1,693,287

2,671,257

LOSS FROM OPERATIONS

(1,693,287)

(2,671,257)

Interest expense

(4,768)

(146)

Termination Fee

0

(5)

TOTAL OTHER INCOME (EXPENSE)

(4,768)

(151)

Net Income (Loss)

(1,698,055)

(2,671,408)

Net loss per Common share (Basic and Diluted)

$ 0.00

Number of Common Shares - (Basic and Diluted)

1,042,634,061

1,105,352,006

STATEMENTS OF CASH FLOWS (USD $)

3 Months Ended

Oct. 31, 2016

Oct. 31, 2015

Statement of Cash Flows

Net Income (Loss)

$ (1,698,055)

$ (2,671,408)

Issuance of stock for services

0

750

Issuance of stock for Termination fee

0

5

Depreciation

131

80

Stock-based compensation

46

0

Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities

177

835

Prepaid expense and deposits - period

3,261

(3,000)

Accounts payable - period

(21,174)

952,957

Accrued expenses - period

1,679,975

1,675,729

Increase (Decrease) in Operating Liabilities

1,662,062

2,625,686

Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities

1,662,239

2,626,521

Net Cash Provided by (Used in) Operating Activities

(35,816)

(44,887)

Purchase of property and equipment

0

Net Cash Provided by (Used in) Investing Activities

0

Bank indebtedness, for the period

0

(528)

Proceeds from related party loan

9,276

112,000

Repayment of related party loan

0

(26,065)

Due to related party

0

800

Net Cash Provided by (Used in) Financing Activities

9,276

86,207

Net Decrease in Cash

(26,540)

41,320

Cash, Beginning of Period

27,160

0

Cash, End of Period

$ 620

$ 41,320

STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES (USD $)

3 Months Ended

Oct. 31, 2016

Oct. 31, 2015

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Interest paid

$ 0

Income taxes paid

$ 0

Note 1 - Summary of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

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

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2016 as reported in Form 10K, have been omitted.

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 October 31, 2016, the Company has a working capital deficiency of $18,017,313 and has accumulated losses of $23,548,278 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 - Due To Related Parties

NOTE 3 – DUE TO RELATED PARTIES

At October 31, 2016, the Company is indebted to three directors of the Company for $1,050 (July 31, 2016 - $1,050) for expenditures incurred on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

Note 4 - Loans Payable - Related Parties

NOTE 4 – LOANS PAYABLE – RELATED PARTIES

As of October 31, 2016, $970,243 (July 31, 2016 - $960,967) is due to the majority shareholder, of which $508,531 is unsecured, non-interest bearing and due on demand, $11,829 is past due with an interest rate of 3%, $57,767 is due December 31, 2016, with an interest at 3%, $95,600 is past due with an interest rate of 2%, $107,240 is due on March 1, 2017, with an interest rate of 7%, $180,000 is due on demand, with an interest rate of 4% and $9,276 is due on October 1, 2017, with an interest rate of 3%. At October 31, 2016, accrued interest on these loans is $18,810 (July 31, 2016 - $14,068).

Note 5 - Loan Payable

NOTE 5 – LOAN PAYABLE

On January 30, 2014, the Company entered into a short-term loan with a non-related party. The Company was loaned $6,000 from an investment company, the repayment terms are 3% interest with a maturity date of April 30, 2015. The Company has repaid $2,597 as of October 31, 2016. At October 31, 2016, accrued interest on these loans is $303 (July 31, 2016 - $277). At October 31, 2016, this loan is past due.

Note 6 - Capital Stock

NOTE 6 – CAPITAL STOCK

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

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

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

Note 7 - Commitments and Contingencies

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Employee Agreements

The Company has entered into an employment agreement with the Chief Executive Officer Debra Mathias with an effective date of April 21, 2014. The term of the employment agreements is 3 years, with an annual base salary of $1,200,000.

The Company has signed an employment agreement for the Head of Mergers and Acquisitions and Business Development, and as non-board member President, Mr. Shah Mathias (Company Founder), with an effective date of October 2, 2014. The term of the employment agreement is 20 years, with an annual base salary of $1,200,000 and ten percent (10%) of any revenue producing contract entered into by the Company while the Company Founder is in office, while holding any position under any title, and five percent (5%) of any such revenue producing contract afterward, for the benefit of the Company Founder or his estate, for a period of twenty (20) years. The Company Founder is also eligible to earn an annual bonus award of up to 100% of the annual base salary. In addition, the Company Founder is entitled to receive shares of the Company’s common stock as follows: when the Company issue shares for the Initial Public Offering, the Company Founder is to be issued 10% of the said shares; and if shares are issued at such time to any other party the Company Founder is to be issued an equal amount of shares.

The Company 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. Effective November 1, 2016, 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. Effective November 1, 2016, 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. 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 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 Robert Choiniere, Bryan Elicker, and Joseph Hackett as Directors of the Company and members of its audit committee. Effective November 1, 2016, the annual compensation for each of the member of the audit committee is $120,000.

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 October 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 October 31, 2016, the Company has not secured any financing for GIF&DA.

Agreement for Construction and Agreement of Sale and or Assignment of Assets in Phase One

On August 8, 2016, Company entered into a 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.

The Project consists of two phases, phase one closing to take place on or before October 14, 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 $2,000,000,000. PDC agreed to pay the Company 40% of the cost (i.e $800,000,000), plus 2% over the adjustment 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 amounts paid by PDC be less than $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. The bond proceeds from the first tranche will be $950,000,000.

On September 11, 2016, in relation to the August 8, 2016 Construction agreement, the Company, Jewel’s Real-Estate 10-86 Master LLLP (“Jewel”), Global Infrastructure Finance & Development Authority, Inc. (“GIF&DA”), Port De Claudius, Inc., and HSRF Statutory Trust (“HSRF”) entered into an Agreement of Sale and or Assignment of Assets in Phase One pursuant to which the Company agreed to assign and Jewel agreed to sell all rights, title and interest in and to any contractual agreements entered among Ameri Metro, Jewel and other related parties 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 which includes $33,740,000 from the assignment of the Land Purchase Agreement the Company entered into with Jewel on November 26, 2013, $14,250,000 in consulting fee in relation to the Master Consulting Agreement, $2,729,514 of mobilization fee and $16,000,000 of onsite / offsite improvement fee. The $66,719,514 revenue will be paid from the proceeds from $950,000,000 bond issuance. At October 31, 2016, the $950,000,000 bond has not been issued and the land has not been transferred from Jewel to PDC.

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 8 - Income Taxes

NOTE 8 – INCOME TAXES

For the period ended October 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 periods ended October 31 and July 31, 2016, the cumulative net operating loss carry-forward from operations is approximately $23,484,000 and $21,786,000; 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:


	October 31, 2016	July 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$ 7,984,700	$ 7,407,300
Valuation allowance	(7,984,700)	(7,407,300)
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 9 - Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

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.

Effective November 1, 2016, the Company agreed to increase the base salary for the CFO of the Company from $350,000 to $500,000.

Effective November 1, 2016, the Company agreed to increase the base salary for the COO of the Company from $375,000 to $500,000.

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.

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

Nature of Business

Nature of Business

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

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

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

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2016 as reported in Form 10K, have been omitted.

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

Employee Agreements