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EX-32 - EX 32.2 CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO - Ameri Metro, Inc. (formerly Yellowwood)ex322.htm
EX-32 - EX 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER TO 18 U.S.C. SECTION 1350 A - Ameri Metro, Inc. (formerly Yellowwood)ex321.htm
EX-31 - EX 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 - Ameri Metro, Inc. (formerly Yellowwood)ex312.htm
EX-31 - EX 31.1CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 - Ameri Metro, Inc. (formerly Yellowwood)ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 30, 2019

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-54546

 

AMERI METRO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

45-1877342

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.) 

 

 

 

2575 Eastern Blvd. Suite 211

York, Pennsylvania

 

 

17402

(Address of principal

executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (717) 434-0668

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

[   ] Yes  [X] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[   ] Yes  [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  [     ]

Accelerated filer  [     ]

Non-accelerated filer    [ X ]

Smaller reporting company  [ X ]

Emerging growth company [   ]    

 


1


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 [   ] Yes  [X] No

 

Indicate the number of shares outstanding of each of the registrant’s classes of preferred stock and common stock as of the latest practicable date.

 

Class

Outstanding at March 19, 2020

 

 

Preferred Stock, par value $0.00001

1,800,000 shares

Class A Common Stock, par value $0.000001

1,600,000 shares

Class B Common Stock, par value $0.000001

1,066,122,134 shares

Class C Common Stock, par value $0.000001

65,834,670 shares

Class D Common Stock, par value $0.000001

48,000,000 shares


2


AMERI METRO, INC.

 

TABLE OF CONTENTS

 

April 30, 2019

 

INDEX

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets as of April 30, 2019 and July 31, 2018

F-1

 

 

 

 

Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended April 30, 2019 and 2018 (unaudited)

 

F-2

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months ended April 30, 2019 and 2018 (unaudited)

 

F-3

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months ended April 30, 2019 and 2018 (unaudited)

 

F-5

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

F-6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

6

 

 

 

Item 4.

Controls and Procedures

7

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

7

 

 

 

Item 1A.

Risk Factors

7

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7

 

 

 

Item 3.

Defaults Upon Senior Securities

7

 

 

 

Item 4.

Mine Safety Disclosures

7

 

 

 

Item 5.

Other Information

7

 

 

 

Item 6.

Exhibits

8

 

 

 

Signatures

 

10


3


AMERI METRO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

April 30,
2019

July 31,
2018

ASSETS

(unaudited)

 

Current assets

 

 

    Cash and cash equivalents

$761  

$306  

Prepaid expenses and deposits

13,357  

2,940  

 

 

 

Total Current Assets

14,118  

3,246  

 

 

 

Office equipment, net

828  

1,194  

 

 

 

Total Assets

$14,946  

$4,440  

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

Liabilities

 

 

Current liabilities

 

 

   Accounts payable and accrued expenses

$1,507,509  

$1,285,448  

   Accounts payable and accrued expenses – related party

1,306,726  

1,282,361  

   Accrued compensation expenses – related parties

38,377,560  

31,720,348  

   Loans payable – related parties

1,050  

979,795  

   Stock payable

13,281  

13,281  

 

 

 

Total Current Liabilities

41,206,126  

35,281,233  

 

 

 

Loans payable – related parties

1,131,908  

                     – 

 

 

 

Total Liabilities

42,338,034  

35,281,233  

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

Stockholders’ Deficit

 

 

Preferred stock, par value $.000001, 200,000,000 shares authorized,
1,800,000 shares issued and outstanding

 

 

Common stock class A, par value $.000001, 7,000,000 shares authorized, 1,600,000 shares issued and outstanding

 

 

Common stock class B, par value $.000001, 4,000,000,000 shares authorized, 1,007,300,659 shares issued and outstanding

(990,890,659 shares – July 31, 2018)

1,007  

991  

Common stock class C, par value $.000001, 4,000,000,000 shares authorized, 48,000,000 shares issued and outstanding

48  

48  

Common stock class D, par value $.000001, 4,000,000,000 shares authorized, 48,000,000 shares outstanding

48  

48  

Additional paid in capital

1,538,744,284  

5,593,909  

Stock subscriptions receivable

(1,533,197,000) 

(47,000) 

Accumulated deficit

(47,871,479) 

(40,824,793) 

 

 

 

Total Stockholders’ Deficit

(42,323,088) 

(35,276,793) 

 

 

 

Total Liabilities and Stockholders’ Deficit

$14,946  

$4,440  

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-1



AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three months

ended

April 30, 2019

Three months

ended

April 30, 2018

Nine months

ended

April 30, 2019

Nine months

ended

April 30, 2018

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General & administrative

$   2,340,449

$   2,510,048

$   6,998,245

$   8,271,407

 

 

 

 

 

TOTAL OPERATING EXPENSES

2,340,449

2,510,048

6,998,245

8,271,407

 

 

 

 

 

LOSS FROM OPERATIONS

(2,340,449)

(2,510,048)

(6,998,245)

(8,271,407)

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

Interest expense

(16,229)

(11,707)

(48,441)

(34,918)

 

 

 

 

 

TOTAL OTHER INCOME (EXPENSE)

(16,229)

(11,707)

(48,441)

(34,918)

 

 

 

 

 

NET LOSS

$   (2,356,678)

$   (2,521,755)

$   (7,046,686)

$   (8,306,325)

 

 

 

 

 

LOSS PER SHARE (BASIC AND DILUTED)

$            (0.00)

$            (0.00)

$            (0.01)

$            (0.01)

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED)

1,104,990,659

1,088,490,659

1,100,373,077

1,088,490,659

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2



 AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED APRIL 30, 2019

(Unaudited)

 

 

Preferred Stock

Common Stock
Class A

Common Stock
Class B

Common Stock
Class C

Common Stock
Class D

Additional Paid-in

Stock Subscription

Accumulated

 

 

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Receivable

Deficit

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 1, 2018

1,800,000

$             2

1,600,000

$            2

990,890,659

$        991

48,000,000

$          48

48,000,000

$          48

$ 5,593,909

$ (47,000)

$ (40,824,793)

$ (35,276,793)

Shares issued for

option exercise

14,410,000

14

1,533,149,986

(1,533,150,000)

Stock-based compensation

166

166

Net loss

(2,338,060)

(2,338,060)

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2018

1,800,000

$             2

1,600,000

$            2

1,005,300,659

$     1,005

48,000,000

$          48

48,000,000

$          48

$ 1,538,744,061

$ (1,533,197,000)

$ (43,162,853)

$ (37,614,687)

Shares issued for services

2,000,000

2

56

58

Stock-based compensation

62

62

Net loss

(2,351,948)

(2,351,948)

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2019

1,800,000

$             2

1,600,000

$            2

1,007,300,659

$     1,007

48,000,000

$          48

48,000,000

$          48

$ 1,538,744,179

$ (1,533,197,000)

$ (45,514,801)

$ (39,966,515)

Stock-based compensation

105

105

Net loss

(2,356,678)

(2,356,678)

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2019

1,800,000

$             2

1,600,000

$            2

1,007,300,659

$     1,007

48,000,000

$          48

48,000,000

$          48

$ 1,538,744,284

$ (1,533,197,000)

$ (47,871,479)

$ (42,323,088)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3



 AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED APRIL 30, 2018

(Unaudited)

 

 

Preferred Stock

Common Stock
Class A

Common Stock
Class B

Common Stock
Class C

Common Stock
Class D

Additional Paid-in

Stock Subscription

Accumulated

 

 

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Receivable

Deficit

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 1, 2017

1,800,000

$             2

1,600,000

$            2

990,890,659

$        991

48,000,000

$          48

48,000,000

$          48

$ 5,593,594

$ (47,000)

$ (29,977,275)

$ (24,429,590)

Stock-based compensation

106

106

Net loss

(3,292,716)

(3,292,716)

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2017

1,800,000

$             2

1,600,000

$            2

990,890,659

$        991

48,000,000

$          48

48,000,000

$          48

$ 5,593,700

$ (47,000)

$ (33,269,991)

$ (27,722,200)

Stock-based compensation

75

75

Net loss

(2,491,854)

(2,491,854)

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2018

1,800,000

$             2

1,600,000

$            2

990,890,659

$        991

48,000,000

$          48

48,000,000

$          48

$ 5,593,775

$ (47,000)

$ (35,761,845)

$ (30,213,979)

Stock-based compensation

69

69

Net loss

(2,521,755)

(2,521,755)

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2018

1,800,000

$             2

1,600,000

$            2

990,890,659

$        991

48,000,000

$          48

48,000,000

$          48

$ 5,593,844

$ (47,000)

$ (38,283,600)

$ (32,735,665)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4



AMERI METRO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine months

ended

April 30,

2019

Nine months

ended

April 30,

2018

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss

$   (7,046,686)

$   (8,306,325)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

  Depreciation expense

366

395

  Stock-based compensation

391

250

 

 

 

Change in operating assets and liabilities:

 

 

Prepaid expense and deposits

(10,417)

  Accounts payable and accrued expenses

222,061

868,079

  Accounts payable and accrued expenses – related parties

24,365

947,671

  Accrued compensation expenses – related parties

6,657,212

6,413,540

 

 

 

Cash flows used in operating activities

(152,708)

(76,390)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Proceeds from related party loans

153,163

76,931

 

 

 

Cash flows provided by financing activities

153,163

76,931

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

455

541

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

306

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

$               761

$               541

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$                    –

$                   –

Income taxes paid

$                    –

$                   –

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5



AMERI METRO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2019

(Unaudited)

 

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 2018 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, 2019.

Participating Profits Interest

As at April 30, 2019, 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, 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 April 30, 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 13,700,000 and 22,000,000 stock options as at April 30, 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.

F-6



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 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 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.

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, 2019, the Company has a working capital deficiency of $41,192,008 and has accumulated losses of $47,871,479 since inception. The ability of Ameri Metro to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.

Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES

As of April 30, 2019, $38,377,560 (July 31, 2018 - $31,720,348) is accrued in relation to various employment agreements, directorship agreements and audit committee agreements as described in Note 8.   

At April 30, 2019, the Company is indebted to the majority shareholder for $1,306,726 (July 31, 2018 - $1,282,361) for accrued interest of $57,720 on related party loans and $1,249,006 of consulting fees owed.

NOTE 4 – LOANS PAYABLE – RELATED PARTIES

As of April 30, 2019, $1,131,908 (July 31, 2018 - $978,745) is due to the majority shareholder and due on April 30, 2021, with an interest rate of 3% per annum. At April 30, 2019, accrued interest on these loans is $58,027 (July 31, 2018 - $33,662), which is included in accounts payable and accrued expenses – related parties.

At April 30, 2019, the Company is indebted to three directors of the Company for $1,050 (July 31, 2018 - $1,050) for expenditures incurred on behalf of the Company.  The amount is unsecured, non-interest bearing and due on demand.

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 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 April 30, 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 April 30, 2019, 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.

 

F-7



NOTE 6 – CAPITAL STOCK

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.

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 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 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 with an exercise price of $42 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares.  At April 30, 2019, the $151,200,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable.

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 with an exercise price of $42 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares.  At April 30, 2019, the $302,400,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable.

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 the 2015 Equity Incentive Plan reserved shares.  At April 30, 2019, the $503,750,000 of proceeds receivable for the sale of the shares had yet to be received and was recorded as stock subscriptions receivable.

On October 12, 2018, the Company issued 10,000 shares of Class B common stock to a consultant of the Company pursuant to the exercise of stock options granted on October 11, 2018 with an exercise price of $460 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares.  At April 30, 2019, the $4,600,000 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable.

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 with an exercise price of $357 per share. The shares were issued from the 2015 Equity Incentive Plan reserved shares.  At April 30, 2019, the $571,199,998 proceeds receivable upon the exercise of the options had yet to be received and was recorded as stock subscriptions receivable.

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 period ended April 30, 2019, the Company recorded $93 for the vested portion of the shares, leaving $407 of unvested compensation expense to be recognized in future periods.

On January 10, 2019 the Company issued 25,000 Class B common shares with a fair value of $6 from the 2015 Equity Incentive Plan reserved shares and 25,000 Class B common shares with a fair value of $6 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 transferred 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.

F-8



On January 10, 2019 the Company transferred 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 transferred 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 transferred 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.

NOTE 7 – STOCK OPTIONS

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

On March 8, 2016, the Company granted 8,000,000 stock options to 4 officers and directors of the Company, exercisable at $42 per share and expire on March 8, 2026. The 8,000,000 options vest according to the following schedule: 3,200,000 options vest immediately and 800,000 vest annually for the next 6 years. The weighted average grant date fair value of stock options granted 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 options and the vesting date was changed to August 30 of each subsequent year.  During the nine months ended April 30, 2019 and 2018, the Company recorded stock-based compensation of $49 and $75, respectively, on the consolidated statement of operations as directors fees.

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 the exercise of the stock options. 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.  The weighted average grant date fair value of stock options granted was $0.00009 per share. During the nine months ended April 30, 2019 and 2018, the Company recorded stock-based compensation of $109 and $175, respectively, on the consolidated statement of operations as directors fees.

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 nine months ended April 30, 2019, the Company recorded stock-based compensation of $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 800,000 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.  During the nine months ended April 30, 2019, the Company recorded stock-based compensation of $123 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.  On January 5, 2020, the exercise price was amended to $565 per share for all options vesting on or after August 30, 2019.  The weighted average grant date fair value of stock options granted was $0.000009 per share. During the nine months ended April 30, 2019, the Company recorded stock-based compensation of $1 on the consolidated statement of operations.

F-9



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

 

 

Number of Options

Weighted Average Exercise Price

$

Weighted Average Remaining

Contractual Term

Aggregate Intrinsic Value

$

 

 

 

 

 

Outstanding, July 31, 2018

22,000,000

42.00

8.02

 

 

 

 

 

Granted

4,100,000

359.51

 

 

Exercised

(14,410,000)

106.39

 

 

 

 

 

 

 

Outstanding, April 30, 2019

13,700,000

99.99

7.64

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:

 

Nine Months

Ended

April 30,

2019

Nine Months

Ended

April 30,

2018

 

 

 

Expected dividend yield

0%

0%

Expected volatility

150%

150%

Expected life (in years)

10

10

Risk-free interest rate

1.83%

1.83%

 

 

 

At April 30, 2019, there was $386 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, 2019.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Related and Non-related Party Agreements

The Company has entered into agreements with related and non-related parties for identified projects.  As of July 31, 2018 and through March 19, 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 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.

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.

F-10



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. On August 30, 2018, two new individuals were appointed to replace the two original individuals as Directors of the Company and the Audit Committee. 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, 2019, and July 31, 2018, total accrued compensation expenses to related parties were $38,377,560 and $31,720,348, respectively.

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 January 31, 2019, the Company recorded unpaid rent expense of $27,753 (July 31, 2018 - $27,753) and accrued interest and late fee of $150,122 (July 31, 2018 - $136,780).

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.

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.

NOTE 9 – INCOME TAXES

At January 31, 2019 and July 31, 2018, 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.

 

F-11



The Company has 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, 2019, the Company had approximately $8.1 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 April 30, 2019.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

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 reserved 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 1 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.

 

Effective September 1, 2019, the annual base salary for the Company Founder, CFO and COO was increased to $1,500,000, $500,000 and $500,000 respectively.

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 till 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 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.

F-12



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 7, 2020, the Company reserved 37,500,000 shares in each series of Class C 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 acquisition, joint venture, and other project related expenses. 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 reserved 37,500,000 shares in each series of Class D 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 acquisition, joint venture, and other project related expenses. 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 reserved another 200,000,000 shares of Class B common stock in the name of the Ameri Metro, Inc. The shares are being administered by HSRF Statutory Trust on behalf of the Company.  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 issued a stock dividend of 14,273,490 shares of Class C common stock from the Ameri Metro, Inc. Trust reserved shares.  

On January 14, 2020, the Company issued 300,000,000 options to Penndel Land Company,a company owned by Company Founder, for approximately $1,370,000 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 2,400,000 shares of Class B common stock upon the exercise of stock options.

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 31, 2020, the Company approved a 100% stock dividend to all shareholders of Class B common stock at par.

On February 18, 2020, the Company issued 3,561,180 shares of Class C common stock to acquire 2% of Global Infrastructure Bank.

On March 19, 2020, the Company issued 1,200,000 shares of Class B common stock upon the exercise of stock options.

 

 

F-13



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying unaudited consolidated financial statements and provides additional information on the Company’s businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our Annual Report on Form 10-K for the fiscal year ended July 31, 2018.

 

Forward-Looking Statements

 

Except for the historical information contained herein, this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements concerning: our business strategy; liquidity and capital expenditures; future sources of revenues and anticipated costs and expenses; and trends in industry activity generally. Such forward-looking statements include, among others, those statements including the words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or similar language or by discussions of our outlook, plans, goals, strategy or intentions.

 

Our actual results may differ significantly from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, and uncertainties, that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements.

 

The forward-looking statements we make in this Quarterly Report are based on management’s current views and assumptions regarding future events and speak only as of the date of this report. We assume no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission.

 

BUSINESS

The Business

 

Since its incorporation, the Company has developed its business plan, appointed officers and directors, engaged initial project consultants and entered into negotiations and contracts for related and ancillary business. The Company is in the process of developing proposals for high-speed rail service.

 

The Company was incorporated in the State of Delaware and merged with Ameri Metro 2010 on June 12, 2012.  References to the financial condition and performance of the Company below in this section “Management’s Discussions and Analysis of Financial Condition and Results of Operation” are to financial statements of the Company.

 

The Company, and its wholly owned subsidiary Global Transportation and Infrastructure, Inc., plan to use Private Public Partnerships (“PPP”) for funding of infrastructure projects and transportation projects. The Company is a conduit to provide general contracting services for infrastructure projects and transportation projects. As a conduit we identify infrastructure projects for both private and public end users. The Company will bring together private and public entities, the end users, including the affiliate entities to organize the revenue bond offering, which will be the private debt vehicle to build the infrastructure project for the end user. The Companies ultimate role is providing general contracting services and construction management services for the private and public entities.

 

Competition

 

The Company may face significant competition from other companies that may be developing competing transportation systems.  The Company will, however, face competition in the allocation of monetary resources from governmental agencies, at the local, regional, state and federal levels. The Company believes that government agencies will strongly endorse its proposed plan for high-speed regional rail systems, but believes that, given the economic environment, there may be few or no funds available for such development.

 

Nevertheless, as an example, traditionally significant competition generally exists in the industry, from government agencies and entities. Due to the federal budgetary constraints, henceforth any completion would come from private or public entities. On the heels of the Department of Transportation’s recent request for high-speed rail proposals, its Federal Railroad Administration received 132 applications from 32 states totaling $8.8 billion. That was more than three times the $2.4 billion available. During the first round of awards in the fall of 2009, applicants submitted more than $55 billion in project proposals. That was nearly six times the initial $8 billion


4


available from the American Recovery and Reinvestment Act. Unfortunately, due to federal budgetary setbacks, as of early 2017, very little of this has come to fruition.

 

Trading Market

 

While there currently is no market for the shares, the Company has obtained the trading symbol “ARMT” from FINRA.

 

Employees

 

In addition to the Chief Executive Officer, the Company has been accruing salaries for employees and twenty six other persons who are working on behalf of the Company to assist in the development of its initial high-speed rail project. None of the twenty six people currently receive salaries or other compensation. The Company has also issued stock to individuals, for their consulting and professional services. At the time the Company launches its planned IPO, the Company will pay the accrued salaries to the employees.

 

Subsidiaries

 

The Company has one subsidiary, Global Transportation & Infrastructure Inc. (“GTI”) incorporated in the state of Delaware. GTI is a wholly owned subsidiary of the Company.  The Company owns 25% of each of the companies listed in the section “Related Companies”.  

 

Reports to Security Holders

 

The Company is a reporting company pursuant to the Securities Exchange Act of 1934 and files with the Securities and Exchange Commission quarterly, annual, periodic and other reports.  The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests.  The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001534155.

 

Results of Operations

 

Comparison of the Three Months Ended April 30, 2019 and 2018.

 

The Company has no source of continuing revenues and received no revenues for the three months ending April 30, 2019 and 2018.   For the three months ended April 30, 2019 and 2018, the Company had total operating expenses of $2,340,449 and $2,510,048, respectively and net losses of $2,356,678 and $2,521,755, respectively. The decrease in operating expenses and net loss resulted primarily from decreases in officer payroll and consulting fees and offset by an increase in directors fees and payroll taxes.

 

Comparison of the Nine Months Ended April 30, 2019 and 2018.

 

The Company has no source of continuing revenues and received no revenues for the nine months ending April 30, 2019 and 2018.   For the nine months ended April 30, 2019 and 2018, the Company had total operating expenses of $6,998,245 and $8,271,407, respectively and net losses of $7,046,686 and $8,306,325, respectively. The decrease in operating expenses and net loss resulted primarily from decreases in officer payroll and consulting fees and offset by an increase in directors fees and payroll taxes.

 

Liquidity and Capital Resources

 

Our cash, current assets, total assets, current liabilities and total liabilities as of April 30, 2019 and July 31, 2018 were as follows:

 

 

April 30, 2019

July 31, 2018

Cash

$761 

$                 306

Total current assets

14,118 

3,246

Total assets

14,946 

 4,440

Total current liabilities

41,206,126 

 35,281,233

Total liabilities

42,338,034 

 35,281,233


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Cash Requirements

 

We had $761 in cash and cash equivalents as of April 30, 2019.  Our cash used in operations for the nine months ended April 30, 2019 was $152,708. We had a net loss for the nine months ended April 30, 2019 of $7,046,686. We had an accumulated deficit of $47,871,479 at April 30, 2019. Our cash on hand is not sufficient to cover our monthly expenses and we continue to seek financing in the form of debt or stock sales to finance our operations. There can be no assurance the Company will be successful in these efforts.

 

Sources and Uses of Cash

 

Operations

For the nine months ended April 30, 2019, our net cash used in operating activities was $152,708, which consisted primarily of our net loss of $7,046,686, offset primarily by increases in accrued compensation expense of $6,657,212. For the nine months ended April 30, 2018, our net cash used in operating activities was $76,390, which consisted primarily of our net loss of $8,306,325, offset primarily by increases in accrued expenses of $6,413,540.

 

Financing

For the nine months ended April 30, 2019, our net cash provided by financing activities was $153,163, which consisted of proceeds from related party loans. For the nine months ended April 30, 2018, our net cash provided by financing activities was $76,931, which consisted of proceeds from related party loans.

 

Going Concern

 

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. As at April 30, 2019, the Company has a working capital deficiency of $41,192,008 and has accumulated losses of $47,871,479 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.

 

Critical Accounting Policies

 

Our critical accounting policies have not changed from the information reported on our Annual Report on Form 10-K for the year ended July 31, 2018.

 

Recent Accounting Pronouncements

 

See Note 1 to the accompanying financial statements for recent accounting pronouncements we have not yet adopted.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

We conducted an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of April 30, 2019, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of April 30, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K. However, management is focused on putting in place effective controls.


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Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the nine month period ended April 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. 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, 2017, 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.

 

Item 1A. Risk Factors.

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.


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Item 6.  Exhibits.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.   

 

Exhibit Index

 

3.1Articles of Incorporation (filed with the Form 10 November 9, 2011) 

3.2Amended by-laws (filed as part of the Form 8-K/A filed January 18, 2013) 

3.3Cert. of Amendment Cert. of Incorporation of Ameri Metro 

5.1Opinion of Counsel on legality of securities being registered  

10.1Master Indenture Agreement of Alabama Toll Facilities, Inc. (filed with the Form 8-K January 18, 2013) 

10.2Master Indenture Agreement of Hi Speed Rail Facilities, Inc. (filed with the Form 8-K January 18, 2013) 

10.3Master Indenture Agreement of Hi Speed Rail Facilities Provider, Inc. (filed with the Form 8-K January 18, 2013) 

10.4TEMS engagement (filed as part of the Form 8-K/A filed January 18, 2013) 

10.5Alabama Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013) 

10.6High Speed Rail Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013) 

10.7Damar Agreement (filed as part of the Form 8-K/A filed January 18, 2013) 

10.8Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019) 

10.9Assignment Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019) 

10.10Payment Agreement to Penndel Land Co (filed as part of the Form 10-K/A filed November 6, 2019) 

10.11Ameri Metro Inc. / HSR Tech Inc. Licensing of Intellectual Property Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.12HSR Tech LOI Tech Use Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.13Opportunity License Agreement Entities (filed as part of the Form 10-K/A filed November 6, 2019) 

10.14Master Agreement for Construction Nonprofits (filed as part of the Form 10-K/A filed November 6, 2019) 

10.15Master Agreement for Construction Entities (filed as part of the Form 10-K/A filed November 6, 2019) 

10.16Consulting Agreement HSRFP Inc. (filed as part of the Form 10-K/A filed November 6, 2019) 

10.17Consulting Agreement HSRF Inc. (filed as part of the Form 10-K/A filed November 6, 2019) 

10.18Company Founder Emp. Agreement(filed as part of the Form 10-K/A filed November 6, 2019) 

10.19Directorship Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.20Letter of Intent for Port Trajan property (filed with the Registration Statement on Form S-1 filed June 13, 2013) 

10.21Port De Ostia Inc. Agreement GTI (filed as part of the Form 10-K/A filed November 6, 2019) 

10.22C-Bar Marshall Rebar Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.23Ameri Metro & Jewell LOI (filed as part of the Form 10-K/A filed November 6, 2019) 

10.24Master Consulting Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.25Master Trustee Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.262015 Executive Incentive Compensation Program (filed as part of the Form 10-K/A filed November 6, 2019) 

10.27 Establishing the Compensation Committee (filed as part of the Form 10-K/A filed November 6, 2019) 

10.28Amendment to Payment Agreement Penndel Land Co. (filed as part of the Form 10-K/A filed November 6, 2019) 

10.29Amendment to HSR Technologies Inc. Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.30Amendment to Damar TruckDeck LLC Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019) 

10.31TEMS consent form letter (filed as part of the Form 10-K/A filed November 6, 2019) 

23.2Consent of Counsel (included in Exhibit 5.1) 

31.1CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002*  

31.2CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002* 

32.1CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* 

32.2CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* 

99.1ProAdvisor Valuation report, dated November 1, 2016 (filed as Exhibit 99.1 to the registration statement on Form S-1, filed on November 23, 2016, and incorporated herein by reference) 

99.2ProAdvisor consent letter (filed as Exhibit 99.2 to the registration statement on Form S-1, filed on November 23, 2016) 

99.3June 12, 2012 Agreement and Plan of Reorganization (filed as part of the Form 8-K/A filed January 18, 2013) 

99.4Alabama Legislative Act 506 (filed as part of the Form 8-K/A filed January 18, 2013) 

99.5Form of subscription agreement for sale of the shares (filed with the Registration Statement on Form S-1 filed June 13, 2013) 

99.6Intended use of Master Trust Indentures (filed as part of the Form 10-K/A filed November 6, 2019) 

99.7Florida Alabama TPO Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.8Alabama Toll Road Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.9Appalachian Region Commission Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.10 Atlantic Energy & Utilities Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.11 High Speed Rail Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.12Port Freeport & Brazoria Fort Bend Rail District Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.13High Speed Rail & Ancillary Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.14Port of Ostia Inc. @ KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.15Portus De Jewel Mexico Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.16KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.17HSR Freight Line Inc. / Phila. Port Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.18HSR Freight Line Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.19HSR Passenger Services Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.20HSR Technologies Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.21Malibu Homes Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.22Platinum Media Inc. Bond Indenture (filed as part of the Form 10-Q filed December 30, 2019) 

99.23Port De Claudius Inc. & Port Trajan of Pa. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.24Panama Canal – Alabama Port Partnership (filed as part of the Form 10-K/A filed November 6, 2019) 

99.25Lord Chauffeurs Inc. – Business Jet Center @ KSJM Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.26HSR Freight Line Inc. & HSR Passenger Services Coast to Coast Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.27New York – Washington Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.28Ann Charles International Cargo Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.29 Texas International Trade Corridor Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

99.30Virginia Crescent Line Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019) 

 

____________________

* Filed herewith

** To be filed


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 1, 2020By:/s/ Robert Choiniere 

Robert Choiniere 

Chief Financial Officer 


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