Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Apr. 30, 2018 |
Dec. 27, 2019 |
|
Entity Registrant Name | Ameri Metro, Inc. (formerly Yellowwood) | |
Entity Central Index Key | 0001534155 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 000-54546 | |
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 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
Apr. 30, 2018 |
Apr. 30, 2017 |
|
OPERATING EXPENSES | ||||
General and administrative | $ 2,510,048 | $ 2,380,471 | $ 8,271,407 | $ 6,490,556 |
TOTAL OPERATING EXPENSES | 2,510,048 | 2,380,471 | 8,271,407 | 6,490,556 |
LOSS FROM OPERATIONS | (2,510,048) | (2,380,471) | (8,271,407) | (6,490,556) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (11,707) | (4,946) | (34,918) | (14,904) |
TOTAL OTHER INCOME (EXPENSE) | (11,707) | (4,946) | (34,918) | (14,904) |
NET LOSS | $ (2,521,755) | $ (2,385,417) | $ (8,306,325) | $ (6,505,460) |
LOSS PER SHARE (BASIC AND DILUTED) | $ 0.00 | $ 0.00 | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED) | 1,088,490,659 | 1,042,923,980 | 1,088,490,659 | 1,042,595,303 |
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, 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 | 104,104 | ||||||||
Stock-based compensation | $ 47 | $ 47 | |||||||
Net loss | (1,698,055) | (1,698,055) | |||||||
Balance at Oct. 31, 2016 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,592,729 | (47,000) | (22,823,211) | (17,276,391) |
Balance, shares at Oct. 31, 2016 | 1,800,000 | 1,600,000 | 990,774,587 | 48,000,000 | 48,000,000 | ||||
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 | ||||
Stock-based compensation | 802 | ||||||||
Net loss | (6,505,460) | ||||||||
Balance at Apr. 30, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,484 | (47,000) | (27,630,616) | (22,083,041) |
Balance, shares at Apr. 30, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
Balance at Oct. 31, 2016 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,592,729 | (47,000) | (22,823,211) | (17,276,391) |
Balance, shares at Oct. 31, 2016 | 1,800,000 | 1,600,000 | 990,774,587 | 48,000,000 | 48,000,000 | ||||
Stock-based compensation | 645 | 645 | |||||||
Net loss | (2,421,988) | (2,421,988) | |||||||
Balance at Jan. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,374 | (47,000) | (25,245,199) | (19,697,734) |
Balance, shares at Jan. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
Stock-based compensation | 110 | 110 | |||||||
Net loss | (2,385,417) | (2,385,417) | |||||||
Balance at Apr. 30, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,484 | (47,000) | (27,630,616) | (22,083,041) |
Balance, shares at Apr. 30, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
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 | 106 | 106 | |||||||
Net loss | (3,292,716) | (3,292,716) | |||||||
Balance at Oct. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,700 | (47,000) | (33,269,991) | (27,722,200) |
Balance, shares at Oct. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
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 | 250 | ||||||||
Net loss | (8,306,325) | ||||||||
Balance at Apr. 30, 2018 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,844 | (47,000) | (38,283,600) | (32,735,665) |
Balance, shares at Apr. 30, 2018 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
Balance at Oct. 31, 2017 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,700 | (47,000) | (33,269,991) | (27,722,200) |
Balance, shares at Oct. 31, 2017 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
Stock-based compensation | 75 | 75 | |||||||
Net loss | (2,491,854) | (2,491,854) | |||||||
Balance at Jan. 31, 2018 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | 5,593,775 | (47,000) | (35,761,845) | (30,213,979) |
Balance, shares at Jan. 31, 2018 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 | ||||
Stock-based compensation | 69 | 69 | |||||||
Net loss | (2,521,755) | (2,521,755) | |||||||
Balance at Apr. 30, 2018 | $ 2 | $ 2 | $ 991 | $ 48 | $ 48 | $ 5,593,844 | $ (47,000) | $ (38,283,600) | $ (32,735,665) |
Balance, shares at Apr. 30, 2018 | 1,800,000 | 1,600,000 | 990,890,659 | 48,000,000 | 48,000,000 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
9 Months Ended | |
---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
|
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,306,325) | $ (6,505,460) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 395 | 394 |
Stock-based compensation | 250 | 802 |
Changes in operating assets and liabilities: | ||
Prepaid expense and deposits | 8,678 | |
Other receivable | (6,000) | |
Accounts payable and accrued expenses | 868,079 | (9,853) |
Accrued expenses - related parties | 947,671 | 8,096 |
Accrued compensation expenses - related parties | 6,413,540 | 6,378,340 |
Cash flows used in operating activities | (76,390) | (125,003) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party loans | 76,931 | 98,214 |
Cash flows provided by financing activities | 76,931 | 98,214 |
NET INCREASE (DECREASE) IN CASH | 541 | (26,789) |
CASH, BEGINNING OF PERIOD | 27,160 | |
CASH, END OF PERIOD | 541 | 371 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF BUSINESS AND 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 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 2017 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 only the results of operations for Ameri Metro as GTI was inactive for the period from December 1, 2010 to April 30, 2018. Participating Profits Interest As at April 30, 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 April 30, 2018, 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 April 30, 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 April 30, 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. Reclassifications Certain amounts in the prior-period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements. These reclassifications had no effect on the reported results of operations. 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’s only lease as at January 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 Company expects the new standard to have no material impact on its 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 |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
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 April 30, 2018, the Company has a working capital deficiency of $32,736,990 and has accumulated losses of $38,283,600 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. |
LOANS PAYABLE - RELATED PARTIES |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Related Party Transactions [Abstract] | |
LOANS PAYABLE - RELATED PARTIES | NOTE 3 – LOANS PAYABLE – RELATED PARTIES As of April 30, 2018 and July 31, 2017, $971,115 and $894,184, respectively, is due to the majority shareholder and his companies as they paid expenses on behalf of the Company, of which $518,479 and $512,889, respectively is unsecured, non-interest bearing and due on demand, $445,036 (July 31, 2017 - $373,695) is due on October 31, 2018, with an interest rate of 3.50% per annum, and $7,600 (July 31, 2017 - $7,600) is due on demand with an interest rate of 2% per annum. At April 30, 2018 and July 31, 2017, accrued interest on these loans is $29,657 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 April 30, 2018, and July 31, 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 |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Stock Payable [Abstract] | |
STOCK PAYABLE | NOTE 4 – 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 7). 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, 2017, 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 April 30, 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 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 |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK On August 4, 2016, the Company issued 104,104 class B common shares to correct the amount of shares issued to a shareholder as a result of the forward stock split. There were no common stock transactions during the nine months ended April 30, 2018. |
STOCK OPTIONS |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK OPTIONS | NOTE 6 – 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 nine months ended April 30, 2018, and 2017, the Company recorded stock-based compensation of $75 and $125, respectively, on the unaudited condensed 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 nine months ended April 30, 2018, and 2017, the Company recorded stock-based compensation of $175 and $675, respectively, on the unaudited condensed consolidated statement of operations. A summary of the Company’s stock option activity is as follows:
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 April 30, 2018, there was $513 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 April 30, 2018. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – 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 April 30, 2018 and through December 30, 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 4). 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 April 30, 2018, and July 31, 2017, total accrued compensation expenses to related parties related to the above employment agreements were $29,633,785 and $23,220,245, respectively. At April 30, 2018, the Company has accrued payroll taxes of $843,438 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 April 30, 2018, and July 31, 2017, the Company recorded unpaid rent expense of $27,753 and $27,753, respectively, and accrued interest and late fee of $123,512 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 April 30, 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 |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES At April 30, 2018 and July 31, 2017, 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 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 April 30, 2018, the Company had approximately $7.6 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 blended rate of 26.4% 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 April 30, 2018. |
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Apr. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – 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 reserved 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 reserved 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 reserved 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 reserved 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 the project. The Company’s majority shareholder obtains the remaining 90% participating profits interest in that project. |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
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Apr. 30, 2018 | |
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. |
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 2017 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 only the results of operations for Ameri Metro as GTI was inactive for the period from December 1, 2010 to April 30, 2018. |
Participating Profits Interest | Participating Profits Interest As at April 30, 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 April 30, 2018, 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 April 30, 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 April 30, 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. |
Reclassifications | Reclassifications Certain amounts in the prior-period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period statements. These reclassifications had no effect on the reported results of operations. |
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’s only lease as at January 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 Company expects the new standard to have no material impact on its 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) |
9 Months Ended | |||||||||||||||||||||||||||||||||||
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Apr. 30, 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 follows:
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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:
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NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
9 Months Ended | |
---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
|
Related Party Transaction [Line Items] | ||
Participating profits interest in sixteen related entities | 25.00% | |
Participating profits interest | $ 0 | |
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% |
GOING CONCERN (Details) - USD ($) |
Apr. 30, 2018 |
Jul. 31, 2017 |
---|---|---|
Going Concern [Abstract] | ||
Working capital deficiency | $ 32,736,990 | |
Accumulated losses | $ 38,283,600 | $ 29,977,275 |
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) |
Aug. 01, 2018 |
Apr. 30, 2018 |
Jul. 31, 2017 |
---|---|---|---|
Related Party Transaction [Line Items] | |||
Due to majority shareholder | $ 971,115 | $ 894,184 | |
Accrued interest | 29,657 | 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 | 518,479 | 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 | $ 445,036 | 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% |
CAPITAL STOCK (Details) |
Aug. 04, 2016
shares
|
---|---|
Class B Common Stock [Member] | |
Capital Unit [Line Items] | |
Shares issued | 104,104 |
STOCK OPTIONS (Schedule of Summary of Stock Option Activity) (Details) |
9 Months Ended |
---|---|
Apr. 30, 2018
USD ($)
$ / shares
shares
| |
Number of Options | |
Outstanding | shares | 22,000,000 |
Granted | shares | |
Outstanding | shares | 22,000,000 |
Weighted Average Exercise Price | |
Outstanding | $ / shares | $ 42.00 |
Granted | $ / shares | |
Outstanding | $ / shares | $ 42.00 |
Weighted Average Remaining Contractual Term | |
Outstanding | 8 years 3 months 11 days |
Aggregate Intrinsic Value | |
Outstanding | $ |
STOCK OPTIONS (Schedule of Fair Value of Each Option Granted Weighted Average Assumptions) (Details) |
9 Months Ended | |
---|---|---|
Apr. 30, 2018 |
Apr. 30, 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) - USD ($) $ in Millions |
1 Months Ended | 9 Months Ended |
---|---|---|
Dec. 22, 2017 |
Apr. 30, 2018 |
|
Percentage of valuation allowance as management is uncertain that Company will realize the deferred tax assets | 100.00% | |
Federal and state net operating losses | $ 7.6 | |
Federal and state net operating losses expiration period | Jul. 31, 2030 | |
Tax rate | 26.40% | |
Minimum [Member] | ||
Tax rate | 21.00% | |
Maximum [Member] | ||
Tax rate | 34.00% |