CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
|
| OPERATING EXPENSES | ||
| General & administrative | $ 2,485,864 | $ 2,322,227 |
| TOTAL OPERATING EXPENSES | 2,485,864 | 2,322,227 |
| LOSS FROM OPERATIONS | (2,485,864) | (2,322,227) |
| OTHER INCOME (EXPENSE) | ||
| Interest expense | (19,011) | (15,833) |
| TOTAL OTHER INCOME (EXPENSE) | (19,011) | (15,833) |
| NET LOSS | $ (2,504,875) | $ (2,338,060) |
| LOSS PER SHARE (BASIC AND DILUTED) | $ 0.00 | $ 0.00 |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED) | 1,160,122,134 | 1,091,466,637 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) |
Preferred Stock [Member] |
Common Stock Class A [Member] |
Common Stock Class B [Member] |
Common Stock Class C [Member] |
Common Stock Class D [Member] |
Additional Paid-in Capital [Member] |
Stock Subscription Receivable [Member] |
Accumulated Deficit [Member] |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at Jul. 31, 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 | ||||
| Shares issued for option exercise | $ 14 | 1,533,149,986 | (1,533,150,000) | ||||||
| Shares issued for option exercise, shares | 14,410,000 | ||||||||
| Stock-based compensation | 166 | 166 | |||||||
| Net loss | (2,338,060) | (2,338,060) | |||||||
| Balance at Oct. 31, 2018 | $ 2 | $ 2 | $ 1,005 | $ 48 | $ 48 | 1,538,744,061 | (1,533,197,000) | (43,162,853) | (37,614,687) |
| Balance, shares at Oct. 31, 2018 | 1,800,000 | 1,600,000 | 1,005,300,659 | 48,000,000 | 48,000,000 | ||||
| Balance at Jul. 31, 2019 | $ 2 | $ 2 | $ 1,063 | $ 48 | $ 48 | 1,589,157,814 | (1,583,597,000) | (50,225,784) | $ (44,663,807) |
| Balance, shares at Jul. 31, 2019 | 1,800,000 | 1,600,000 | 1,062,522,134 | 48,000,000 | 48,000,000 | ||||
| Shares issued for option exercise, shares | |||||||||
| Stock-based compensation | (48) | $ 98 | |||||||
| Net loss | (2,504,875) | (2,504,875) | |||||||
| Balance at Oct. 31, 2019 | $ 2 | $ 2 | $ 1,063 | $ 48 | $ 48 | $ 1,589,157,912 | $ (1,583,597,000) | $ (52,730,659) | $ (47,168,584) |
| Balance, shares at Oct. 31, 2019 | 1,800,000 | 1,600,000 | 1,062,522,134 | 48,000,000 | 48,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects. The Company initially intends to develop a Midwest high-speed rail system for passengers and freight. 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. In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our ability to secure funding and to execute our business plans in the expected time frame, will depend on future developments, including the duration and spread of the pandemic, all of which are uncertain and cannot be predicted. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Since the Company is not currently trading and has not begun full-scale operations, there is minimal impact on the Company’s current financial condition. The Company sees an opportunity for additional U.S. projects given the Administration’s interest in advancing a $2 Trillion infrastructure package. Although the Company expects a significant reduction in GDP globally, the Company anticipates a return to growth later in the fiscal year 2020. Management will continue to monitor the situation and take appropriate actions when the Company is capitalized. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the unaudited interim condensed consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited interim condensed consolidated statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2019 as reported in Form 10-K, have been omitted. Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include the results of operations for Ameri Metro and GTI. Participating Profits Interest As at October 31, 2019, the Company has a 25% participating profits interest in fifteen 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 October 31, 2019, the Company’s participating profits interest in these companies was $0. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended October 31, 2019 and 2018, 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 12,490,000 and 12,500,000 stock options as at October 31, 2019, and 2018, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. Recent Accounting Pronouncements In 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. The Company’s only lease as at August 1, 2019 is a month-to-month rent agreement for office space. The month-to-month rent agreement is considered a lease with a term of 12 months or less. As the leases standard does not require lessees to apply the guidance to arrangements with a lease term of 12 months or less, the adoption of the new standard has no material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard became effective for the Company in the first quarter of fiscal year 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. 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. |
GOING CONCERN |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Going Concern [Abstract] | |
| GOING CONCERN | NOTE 2 – GOING CONCERN These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. As at January 31, 2020, the Company has a working capital deficiency of $45,944,726 and has accumulated losses of $52,730,659 since inception. The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Payables and Accruals [Abstract] | |
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES As of October 31, 2019, $42,916,518 (July 31, 2019 - $40,605,372) is accrued in relation to various employment agreements, directorship agreements and audit committee agreements as described in Note 8. At October 31, 2019, the Company is indebted to the majority shareholder for $1,325,198 (July 31, 2019 - $1,315,350) for accrued interest of $75,078 on related party loans, $1,249,006 of consulting fees owed and $1,114 of expenses paid on behalf of the Company. At October 31, 2019 and 2018, 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. |
LOANS PAYABLE - RELATED PARTY |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Related Party Transactions [Abstract] | |
| LOANS PAYABLE - RELATED PARTY | NOTE 4 – LOANS PAYABLE – RELATED PARTY As of October 31, 2019, $1,224,479 (July 31, 2019 - $1,157,924) is due to the majority shareholder as he paid expenses on behalf of the Company. The amount is unsecured, bears interest at 3% per annum and is due on April 30, 2021. At January 31, 2020, accrued interest on the loan is $75,078 (July 31, 2019 - $66,651), which is included in accounts payable and accrued expenses – related parties. |
STOCK PAYABLE |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Stock Payable [Abstract] | |
| STOCK PAYABLE | NOTE 5 – 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 October 31, 2019, 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 |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Stockholders' Equity Note [Abstract] | |
| CAPITAL STOCK | NOTE 6 – CAPITAL STOCK There were no common stock transactions during the three months ended October 31, 2019. On November 5, 2018, the Company issued 2,000,000 shares of Class B common stock with a fair value of $500 to two officers and directors of the Company for services pursuant to directorship agreements dated August 30, 2018. The shares were issued from the 2015 Equity Incentive Plan reserved shares. The shares vest 285,714 per year for seven years. During the three months ended October 31, 2019, the Company recorded $46 (2018 - $nil) for the vested portion of the shares, leaving $315 of unvested compensation expense to be recognized in future periods. |
STOCK OPTIONS |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK OPTIONS | NOTE 7 – 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. On June 12, 2019, the Company amended the vesting terms through a Directors’ Resolution so that the remaining 2,400,000 unvested options will vest on November 1 instead of March 8 of each subsequent year. On January 5, 2020, the Company amended the vesting terms of the remaining 2,400,000 options and the vesting date was changed to August 30 of each subsequent year. The Company also modified the exercise price of 1,600,000 options to $565 per share. The exercise price of the other 2,800,000 outstanding option was not changed. On October 12, 2018, 3,600,000 options were exercised at $42 per share. On January 15, 2020, 400,000 options were exercised at $565 per share. During the three months ended October 31, 2019 and 2018, the Company recorded stock-based compensation of $11 and $18, 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. On June 12, 2019, the Company amended the vesting terms through a Directors’ Resolution so that 1,400,000 options originally vesting on November 1, 2018 are to be vested on October 12, 2018. On October 12, 2018, 7,200,000 shares were issued upon exercise of the stock options. The weighted average grant date fair value of stock options granted was $0.00009 per share. On January 5, 2020, the Company amended the vesting terms of the remaining options and the vesting date was changed to August 30 of each subsequent year. Furthermore, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. On January 15, 2020, 1,400,000 options were exercised at $565 per share. During the three months ended October 31, 2019 and 2018, the Company recorded stock-based compensation of $31 and $47, respectively, on the consolidated statement of operations. On February 7, 2018, the Company granted 2,000,000 stock options to a consultant of the Company, exercisable at various prices per share and expire on May 1, 2022. The exercise prices are as follows: 250,000 options at $60 per share, 350,000 options at $225 per share, 300,000 options at $250 per share, 300,000 options at $275 per share, 300,000 options at $300 per share, 500,000 options at $325 per share. On June 12, 2019, the Company amended the vesting terms so that all 2,000,000 options vested by October 12, 2018. On October 12, 2018, 2,000,000 shares that vested pursuant to the amendment were issued. The weighted average grant date fair value of stock options granted was $0.000005 per share. During the three months ended October 31, 2019 and 2018, the Company recorded stock-based compensation of $nil and $4 on the consolidated statement of operations. On August 30, 2018, the Company granted 4,000,000 stock options to two officers and directors of the Company, exercisable at $357 per share and expire on August 30, 2028. 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. The weighted average grant date fair value of stock options granted was $0.000008 per share. On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. On January 15, 2020, 400,000 options were exercised at $565 per share. During the three months ended October 31, 2019 and 2018, the Company recorded stock-based compensation of $10 and $96 on the consolidated statement of operations. On August 30, 2018, the Company granted 100,000 stock options to a consultant of the Company, exercisable at $515 per share and expire on August 30, 2028. 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. On October 11, 2018, the Company issued 10,000 shares upon the exercise of stock option. The weighted average grant date fair value of stock options granted was $0.000009 per share. On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019. During the three months ended October 31, 2019 and 2018, the Company recorded stock-based compensation of $nil and $1 on the consolidated statement of operations. On June 12, 2019, the Company amended Equity Incentive Plans, Subscription Agreements and Equity Agreements so that options issued after June 12, 2019 would have a strike price equal to the market price at that grant date. A summary of the Company’s stock option activity is as follow:
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
At October 31, 2019, there was $593 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 October 31, 2019. |
COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| 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 October 31, 2019 and through April 27, 2020, the Company has no commitments or obligations under these agreements due to lack of financing and the need for a feasibility study before each project is begun. The Company will be committed to perform agreed upon services once feasibility study is complete and financing is available. On June 25, 2019, the Company amended the Opportunity License Agreements it entered with 16 related entities. The amendment clarifies ownership, voting rights, and distribution of profits for the Company and the Company founder. The amendment also provides that the Company will purchase non-controlling interest of each of the sixteen entities and the Portus de Jewel project. On June 29, 2019, the Company issued 33,931,475 shares of Class B common stock from the 2015 Incentive Plan which equal to 25% of the Founder’s shares in 15 of the 16 entities and 20,000,000 shares of Class B common stock from the 2015 Incentive Plan which equal to 10% of the Founder’s shares in the Portus de Jewel project. During the year ended July 31, 2019, the Company recorded an impairment of $8,483 and opportunity license fees of $5,000 which are included in general and administrative expense. Employee Agreements The Company has entered into 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 5). Effective September 1, 2019, the Company Founder’s annual base salary is increased to $1,500,000. On January 5, 2020, the Company amended the employment agreement. Pursuant to the amendment, the Company Founder shall be entitled to receive shares of the Company’s Class B common stock equal to 12% of the authorized number of shares or 480,000,000 shares. At no other time in the future will the Founder receive any additional shares of any class, other than additional shares resulting from future stock splits or granted by the Board of Directors. 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. The Company has entered into an employment agreement with the Chief Operations Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $425,000. Effective September 1, 2019, the Chief Operations Officer’s annual base salary is increased to $500,000. The Company has entered into an employment agreement with the Chief Financial Officer of the Company with an effective date of August 30, 2018. The term of the employment agreement is three years, with an annual base salary of $375,000. Effective September 1, 2019, the Chief Financial Officer’s annual base salary is increased to $500,000. As of October 31, 2019 and July 31, 2019, total accrued compensation expenses to related parties related to the above employment agreements were $42,916,518 and $40,605,372, respectively. At January 31, 2020, and 2019, the Company has accrued payroll taxes of $1,197,863 and $1,154,197, respectively, related to the accrued compensation expenses. Operating Lease On April 30, 2014, the Company terminated its existing office space lease, and entered into a new month-to-month rent agreement for office space. The new agreement which commenced on November 1, 2015, calls for monthly rent payments of $1,440. The terminated lease agreement has not been resolved as to payment of existing amounts due or as to any early termination fees. According to the lease agreement, the Company’s unpaid rental balance shall bear interest until paid at a rate equal to the prime rate of interest charged by the M&T Bank, plus 2 percent. Late payment charge is $25 per day beginning with the first day following the due date. As of October 31, 2019, and July 31, 2019, the Company recorded unpaid rent expense of $27,753 and $27,753, respectively, and accrued interest and late fee of $170,060 and $163,389, respectively. Legal Proceedings On September 14, 2017, the Company received a letter from Zimmerman & Associates, on behalf of J. Harold Hatchett, III and Ronald Silberstein, claiming breach of contract, wrongful termination, and wrongful violations of the Business Corporations Act, and knowingly inaccurate SEC Reporting against the Company and the board of directors. The Company plans to work amicably to come to a settlement. As of October 31, 2019, 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 a lawsuit on June 13, 2017 by Estate of Robert A. Berry Esq. (decedent, Oct 22, 2015), plaintiff (the “Plaintiff Estate”). The Plaintiff Estate asserted a claim for $50,000 and 11,000 common class “B” shares of the Company relating to shares and accrued stipend beginning 2015. The Company, in 2015, had previously booked the liability of $50,000 without interest accruing and issued the 11,000 shares of common class “B” stock of the Company to decedent Robert A. Berry Esq. Company anticipates paying the $50,000 when the Company raises capital. Memorandum of Understanding 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. |
INCOME TAXES |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | NOTE 10 – INCOME TAXES At October 31, 2019 and July 31, 2019, the Company’s deferred tax assets consisted of principally net operating loss carry forwards. The material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the financial statements consisted of accrued expenses and the change in the valuation allowance during the applicable period. The Company has recorded a 100% valuation allowance as management is uncertain that the Company will realize the deferred tax assets. The Company has not filed its federal and state tax returns for the year ended July 31, 2019 and has filed its federal and state tax returns for the year ended July 31, 2018. 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 October 31, 2019, the Company had approximately $8.4 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. The tax years 2017 and 2018 remain open to examination by the major taxing jurisdictions to which the Company is subject. 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. 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 rate of 21% is utilized for the period. 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 Company has a full allowance against the deferred tax asset and as a result there was no impact to income tax expense for the periods ended October 31, 2019. |
SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On December 15, 2019, the Company issued a stock dividend of 14,769,480 shares of Class C common stock from the Ameri Metro, Inc. Trust reserved shares. On January 5, 2020, the Company amended the employment agreement the Company entered with the Company Founder. Pursuant to the amendment, the annual base salary is increased to $1,500,000 commencing September 1, 2019 and the Company Founder shall be entitled to receive shares of the Company’s Class B common stock equal to 12% of the authorized number of shares or 480,000,000 shares. At no other time in the future will the Founder receive any additional shares of any class, other than additional shares resulting from future stock splits or granted by the Board of Directors. On January 5, 2020, the Company extended the term of the directorship agreements the Company entered with the CFO and COO until July 31, 2021. On January 5, 2020, the Company amended the terms of the outstanding options as follows: i) to change the vesting date for all options vesting on November 1 to August 30, and ii) to modify the exercise price for all options vesting on or after August 30, 2019 to $565 per share. On January 6, 2020, the Company registered HSRF Statutory Trust as the trustee for Ameri Metro Inc. Trust, Ameri Metro North America Pension Plan, Ameri Metro Universal Pension Plan, Ameri Metro Inc. 2018 Equity Incentive Plan and Ameri Metro 2015 Equity Incentive Plan. The related entity Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of each entity. The Company has no jurisdiction or authority over the entities. On January 7, 2020, the Company increased the voting rights of its Class A common stock from 1000:1 to 40,000:1. On January 7, 2020, the Company increased the number of authorized shares of its Class B common stock to 10,000,000,000 shares. On January 7, 2020, the Company created 40 series of Class C common stock for the purpose of equity participation in forty infrastructure projects. The Company increased the number of authorized shares of its Class C common stock to 8,000,000,000 shares, of which 7,500,000,000 shares are allocated evenly to the 40 series. On January 7, 2020, the Company created 40 series of Class D common stock for the purpose of equity participation in forty infrastructure projects. The Company increased the number of authorized shares of its Class D common stock to 8,000,000,000 shares, of which 7,500,000,000 shares are allocated evenly to the 40 series. On January 13, 2020, the Company issued 3,475,248 shares from the 2015 Incentive Plan to acquire 25% ownership interest in a related entity. On January 14, 2020, the Company issued 300,000,000 options to acquire 300,000,000 shares of Class B common stock to Penndel Land Company, a company owned by Company Founder, for $1,368,217 of loans and accrued interest owed to the Company’s Founder as at December 31, 2019. These options are exercisable at various prices per share and expire on January 14, 2030. The exercise prices are as follows: 50,000,000 options at $665 per share, 50,000,000 options at $698 per share, 50,000,000 options at $735 per share, 50,000,000 options at $771 per share, 50,000,000 options at $810 per share, 50,000,000 options at $851 per share. On January 15, 2020, the Company issued 2,200,000 shares of Class B common stock to 11 officers and directors of the Company pursuant to the exercise of stock options. The shares were issued from the 2015 Equity Incentive Plan reserved shares. On January 18, 2020, the Company granted 2,000,000 stock options to a director of the Company, exercisable at $665 per share and expire on January 18, 2030. The 2,000,000 options vest according to the following schedule: 1,400,000 options vest immediately, 200,000 options vest on August 30, 2020, 200,000 options vest on August 30, 2021, and 200,000 options vest on August 30, 2022. The exercise price of the 600,000 options vesting on August 30, 2020, 2021 and 2022 are subject to re-set. On January 18, 2020, the Company issued 200,000 shares of Class B common stock pursuant to the exercise of stock options. The shares were issued from the 2015 Equity Incentive Plan reserved shares. On January 31, 2020, the Company approved a 100% stock dividend to all shareholders of Class B common stock at par. On February 14, 2020, the Company issued 300,000,000 shares of Class B common stock upon the exercise of stock options. On February 18, 2020, the Company issued 480,000,000 shares of Class B common stock to the Company Founder pursuant to the amendment to his employment agreement dated January 5, 2020. On February 18, 2020, the Company issued 3,230,520 shares of Class C common stock to acquire 2% of Global Infrastructure Bank. On March 11, 2020, the Company reinstated 11,292,240 shares of Class B common stock rescinded during the year ended July 31, 2014. The 11,292,240 shares of Class B common stock were originally issued to a related party as a deposit on a future development. On March 23, 2020, the Company issued 1,200,000 shares of Class B common stock upon the exercise of stock options. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
|---|---|
Oct. 31, 2019 | |
| Accounting Policies [Abstract] | |
| Nature of Business | Nature of Business Ameri Metro, Inc. (“Ameri Metro” and the “Company”) was formed to engage primarily in high-speed rail for passenger and freight transportation and related transportation projects. The Company initially intends to develop a Midwest high-speed rail system for passengers and freight. 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. In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our ability to secure funding and to execute our business plans in the expected time frame, will depend on future developments, including the duration and spread of the pandemic, all of which are uncertain and cannot be predicted. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Since the Company is not currently trading and has not begun full-scale operations, there is minimal impact on the Company’s current financial condition. The Company sees an opportunity for additional U.S. projects given the Administration’s interest in advancing a $2 Trillion infrastructure package. Although the Company expects a significant reduction in GDP globally, the Company anticipates a return to growth later in the fiscal year 2020. Management will continue to monitor the situation and take appropriate actions when the Company is capitalized. |
| Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the unaudited interim condensed consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited interim condensed consolidated statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2019 as reported in Form 10-K, have been omitted. |
| Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the financial position, results of operations and cash flows for Ameri Metro and its wholly-owned subsidiary, Global Transportation & Infrastructure, Inc. (“GTI”). Intercompany transactions and balances have been eliminated in consolidation. The financial position, results of operations and cash flows as of, and for the period reported include the results of operations for Ameri Metro and GTI. |
| Participating Profits Interest | Participating Profits Interest As at October 31, 2019, the Company has a 25% participating profits interest in fifteen 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 October 31, 2019, the Company’s participating profits interest in these companies was $0. |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. |
| Income (Loss) Per Share | Income (Loss) Per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Due to loss for the period ended October 31, 2019 and 2018, 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 12,490,000 and 12,500,000 stock options as at October 31, 2019, and 2018, have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In 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. The Company’s only lease as at August 1, 2019 is a month-to-month rent agreement for office space. The month-to-month rent agreement is considered a lease with a term of 12 months or less. As the leases standard does not require lessees to apply the guidance to arrangements with a lease term of 12 months or less, the adoption of the new standard has no material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard became effective for the Company in the first quarter of fiscal year 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. 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. |
STOCK OPTIONS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Summary of Stock Option Activity | A summary of the Company’s stock option activity is as follow:
|
|||||||||||||||||||||||||||||||||||||||||||||
| 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:
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
Jul. 31, 2019 |
|
| Related Party Transaction [Line Items] | |||
| Participating profits interest in fifteen related entities | 25.00% | 25.00% | |
| Participating profits interest | $ 0 | ||
| Potentially dilutive securities stock options excluded from computation of diluted net loss per share | 12,490,000 | 12,500,000 | |
| Majority Shareholder [Member] | |||
| Related Party Transaction [Line Items] | |||
| Participating profits interest in fifteen related entities | 75.00% | ||
| Percentage of voting control | 100.00% | ||
GOING CONCERN (Details) - USD ($) |
Jan. 31, 2020 |
Oct. 31, 2019 |
Jul. 31, 2019 |
|---|---|---|---|
| Accumulated losses | $ 52,730,659 | $ 50,225,784 | |
| Subsequent Event [Member] | |||
| Working capital deficiency | $ 45,944,726 | ||
| Accumulated losses | $ 52,730,659 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) |
Oct. 31, 2019 |
Jul. 31, 2019 |
Oct. 31, 2018 |
|---|---|---|---|
| Accrued compensation expenses - related parties | $ 42,916,518 | $ 40,605,372 | |
| Indebted amount | 1,326,248 | 1,316,400 | |
| Accrued interest | 75,078 | 66,651 | |
| Unsecured, non-interest bearing and due on demand [Member] | |||
| Due to three directors | 1,050 | $ 1,050 | |
| Majority Shareholder [Member] | |||
| Indebted amount | 1,325,198 | $ 1,315,350 | |
| Accrued interest | 75,078 | ||
| Consulting fees | 1,249,006 | ||
| Debt issuance cost | $ 1,114 |
LOANS PAYABLE - RELATED PARTY (Details) - USD ($) |
Oct. 31, 2019 |
Jul. 31, 2019 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Due to majority shareholder | $ 1,224,479 | $ 1,157,924 |
| Accrued interest | $ 75,078 | $ 66,651 |
| Due on April 30, 2021 [Member] | ||
| Related Party Transaction [Line Items] | ||
| Interest rate | 3.00% |
CAPITAL STOCK (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Nov. 05, 2018 |
Oct. 31, 2019 |
Jul. 31, 2019 |
Oct. 31, 2018 |
Aug. 30, 2018 |
|
| Capital Unit [Line Items] | |||||
| Shares issued | 33,931,475 | ||||
| Shares issued, value | $ 8,483 | ||||
| Two Officers and directors [Member] | |||||
| Capital Unit [Line Items] | |||||
| Options vested | 4,000,000 | ||||
| Exercisable price per share | $ 357 | ||||
| Class B Common Stock [Member] | Two Officers and directors [Member] | |||||
| Capital Unit [Line Items] | |||||
| Shares issued, value | $ 500 | ||||
| Class B Common Stock [Member] | 2015 Equity Incentive Plan [Member] | Two Officers and directors [Member] | |||||
| Capital Unit [Line Items] | |||||
| Shares issued | 2,000,000 | ||||
| Options vested | 285,714 | ||||
| Options vested year | 7 years | ||||
| Exercisable price per share | $ 46 | ||||
| Exercisable price per share of options unvested | $ 315 |
STOCK OPTIONS (Schedule of Summary of Stock Option Activity) (Details) |
3 Months Ended |
|---|---|
|
Oct. 31, 2019
USD ($)
$ / shares
shares
| |
| Number of Options | |
| Outstanding | shares | 12,490,000 |
| Granted | shares | |
| Exercised | shares | |
| Outstanding | shares | 1,249,000 |
| Exercisable | shares | 2,440,000 |
| Weighted Average Exercise Price | |
| Outstanding | $ / shares | $ 105.56 |
| Granted | $ / shares | |
| Exercised | $ / shares | |
| Outstanding | $ / shares | 105.56 |
| Exercisable | $ / shares | $ 100.49 |
| Weighted Average Remaining Contractual Term | |
| Outstanding | 7 years 1 month 20 days |
| Exercisable | 6 years 9 months 18 days |
| Aggregate Intrinsic Value | |
| Outstanding | $ | |
| Outstanding | $ | |
| Exercisable | $ |
STOCK OPTIONS (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details) |
3 Months Ended | |
|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
|
| Share-based Payment Arrangement [Abstract] | ||
| Expected dividend yield | 0.00% | |
| Expected volatility | 150.00% | |
| Expected life (in years) | 0 years | 10 years |
| Risk-free interest rate | 1.83% | |
INCOME TAXES (Narrative) (Details) $ in Millions |
3 Months Ended |
|---|---|
|
Oct. 31, 2019
USD ($)
| |
| Operating Loss Carryforwards [Line Items] | |
| Percentage of valuation allowance as management is uncertain that Company will realize the deferred tax assets | 100.00% |
| Federal and state net operating losses | $ 8.4 |
| Federal and state net operating losses expiration period | Oct. 31, 2030 |
| Tax rate | 21.00% |
| Minimum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Tax rate | 21.00% |
| Maximum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Tax rate | 34.00% |