SEC v. Shahnawaz Mathias; Ameri Metro, Inc.; Penndel Land Development Co.; and HSRF Trust, No. 1:25-cv-02313, District of Columbia (July 21, 2025) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE
COMMISSION,
  1617 JFK Blvd, Suite 520
  Philadelphia, PA 19103
Plaintiff,
v.
SHAHNAWAZ MATHIAS,
  a/k/a Shah Mathias,
  3255 Cape Horn Road, Apt. 163
  Red Lion, PA 17356
AMERI METRO, INC.,
  2575 Eastern Boulevard
  York, PA 17402
PENNDEL LAND DEVELOPMENT CO., and
  2575 Eastern Boulevard
  York, PA 17402
HSRF TRUST,
  2575 Eastern Boulevard
  York, PA 17402
Defendants.
 CIVIL ACTION NO.: 1:25-cv-0
2313
COMPLAINT
 JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (“Commission” or “SEC”) files this
Complaint against Defendants Shahnawaz Mathias a/k/a “Shah” Mathias (“Mathias”), Ameri
Metro, Inc. (“Ameri Metro”), Penndel Land Development Co. (“Penndel”), and HSRF Trust
(“HSRF”), and alleges as follows:
SUMMARY
1.From at least July 2020 until at least April 2024 (the “Relevant Time”), Mathias,
and others acting at his direction, offered for sale and sold approximately $2.4 million worth of
Ameri Metro shares through Penndel and HSRF by making false and misleading material
statements (including those misleading by omission) about Ameri Metro’s operations,

 
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acquisitions, and valuation in its public reports filed with the Commission.  The offers and sales
of these securities were not covered by a registration statement or applicable exemption from
registration.
2. Since its inception, Ameri Metro, under Mathias’s control, filed dozens of current
reports on Form 8-K and several annual reports on Form 10-K with the Commission describing
transactions with other Mathias-owned and controlled companies that purportedly were working
on large-scale projects.
  Although many of these filings involve seemingly baseless speculation
about future activities, at least three of these 8-Ks, and two of the Forms 10-K, included material
misrepresentations.
3. Three separate Forms 8-K filed by Mathias and Ameri Metro contained false and
misleading statements that Ameri Metro and/or its subsidiaries had acquired: (1) “an easement
consisting of 1,000 acres for development of an inland port” in Pennsylvania valued at $260
million; (2) “easements and other rights that relate to certain real property consisting of 4,443
single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres
for development of public schools, 20 acres for construction of civic buildings, and land for
construction of sewer treatment facilities” located in San Bernadino, California, with a purchase
price of $541,369,000; and (3) a company that had “historically generated approximately $85.0
million in profits from its $1.0B in annual revenues . . . .”
4. Mathias also signed two misleading Forms 10-K on behalf of Ameri Metro for
fiscal years ending July 31, 2022 and 2023, and filed in April of 2024, which, among other
things, contained the false and misleading statement that Ameri Metro “has solidified funding of
approximately $950,000,000,000 from large financial institutions.”

 
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5. In reality, neither Ameri Metro nor its subsidiaries had acquired the easements,
rights, or the profitable company, nor had they secured $950,000,000,000 in funding.  As the
control person of the entities on both sides of these transactions, Mathias knew or was reckless in
not knowing that the statements in the above filings were materially false and misleading.
6. By engaging in the conduct described herein, Defendants violated, and unless
enjoined will continue to violate Sections 5(a) and (c), and 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§ 77e(a) and (c); 15 U.S.C. § 77q(a)], and Sections 10(b),  13(a),
and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b), 15
U.S.C. § 78m(a), and 15 U.S.C. § 78t(a)] and Rules 10b-5, 12b-20, 13a-1, and 13a-11 thereunder
[17 C.F.R. § 240.10b-5, and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11].
 
JURISDICTION AND VENUE
7. The Court has subject matter jurisdiction over this action pursuant to Sections
20(b), 20(d), and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d), and 77v(a); and
Sections 21(d) and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa.
8. The Court has personal jurisdiction over Defendants and venue is proper in
this District pursuant to Section 22(a) of the Securities Act, 15 U.S.C. § 77v(a), and Section 27
of the Exchange Act, 15 U.S.C. § 78aa, because Defendants transact business in this district and
violations of the securities laws alleged in this Complaint occurred within this district, including
the filing of false and misleading documents with the Commission.
9. In addition, this Court has jurisdiction because some or all of the Defendants
engaged in conduct within the United States that constituted significant steps in furtherance of
the violations of the federal securities laws alleged in this Complaint.
10. In connection with the conduct alleged in this Complaint, Defendants, directly

 
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or indirectly, singly or in concert with others, have made use of the means or instrumentalities of
interstate commerce, the means or instruments of transportation or communication in interstate
commerce, the mails, and/or the facilities of a national securities exchange.
DEFENDANTS
11. Mathias, age 65, is a resident of Red Lion, PA.  He is the founder, CEO,
Chairman, and majority shareholder of Ameri Metro.  Mathias is the founder and sole owner of
Penndel and HSRF.
12. Ameri Metro is a Delaware corporation with a principal place of business in
York, PA.  Ameri Metro purports to develop, and then coordinate and supervise the financing,
construction and development of, large-scale construction projects, such as ports, real estate
developments, toll roads, and high-speed railway cars and lines, by bringing together the
resources, plans, financing, approvals, and technology needed to complete such massive and
complex undertakings.  In June of 2013, Ameri Metro filed its initial registration statement with
the Commission which created a class of securities pursuant to Exchange Act Section 12(g).
That filing noted that Ameri Metro was the result of a merger between “Ameri Metro 2010” and
“Yellowwood Acquisition Corporation” in June of 2012.
13. Penndel is a Delaware corporation that was founded in 2002 as a real estate
company with a principal place of business in York, PA.  Penndel is wholly owned by Mathias
who also serves as its CEO and sole officer.  Penndel had no employees.
14. HSRF
 is an unincorporated entity created and controlled by Mathias with a
principal place of business in York, PA.

 
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RELATED ENTITIES
15. Ameri Metro 2010 is described in a filing with the Commission as the original,
pre-merger version of “Ameri Metro, Inc.”, which was incorporated in Delaware on April 13,
2010.  That filing noted, “Ameri Metro 2010 was a development-stage company designed to
engage in the development of efficient transportation systems, primarily high-speed rail networks
for passenger and freight and the development of a certain toll road in the State of Alabama.”
According to that filing, Ameri Metro 2010 reported merging with Yellowwood Acquisition
Corporation, a public company, on June 12, 2012, and “Yellowwood Acquisition Corporation,
the surviving entity, changed its name to Ameri Metro, Inc.”  Ameri Metro 2010 was owned and
controlled by Mathias.  It was a development stage company with no operating history.
16. Yellowwood Acquisition Corporation (“Yellowwood”) was a Delaware
corporation formed on September 21, 2011, and was a public reporting company that registered a
class of securities with the Commission on November 9, 2011.  The Registration Statement filed
with the Commission noted, “Yellowwood had no ongoing business or operations and was
established for the purpose of completing mergers and acquisitions with a target company, such
as the former Ameri Metro 2010.”  After the merger in June of 2012, described supra,
Yellowwood changed its name to Ameri Metro, Inc. (Ameri Metro).
17. HSR Logistics, Inc. (“HSR Logistics”) is a Wyoming corporation that was
formed in 2010 with a principal place of business in York, PA.  HSR Logistics is owned and
controlled by Mathias.  HSR Logistics had no employees or revenue.  In filings with the
Commission and marketing materials describing Ameri Metro’s planned projects (e.g., airports,
rail systems, highways, housing), it is noted that HSR Logistics is, “Designed to handle all
purchasing functions.”

 
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18. Jewel’s Real Estate 1086 Master LLLP (“Jewel’s Real Estate”) is a
Pennsylvania limited partnership formed in 1997 with its principal place of business in Red Lion,
PA.  Jewel’s Real Estate is controlled by Mathias and, according to filings with the Commission,
owned by Mathias and two relatives.  Jewel’s Real Estate had no employees and did not generate
any revenue.
19. Ameri Metro, Infrastructure Cryptocurrency Inc. (“Ameri Metro
Cryptocurrency”) is a Delaware corporation formed in 2021 with its principal place of business
in York, PA.  Ameri Metro Cryptocurrency purports to be the developer of two consumptive use
tokens created under the laws of Wyoming.  Ameri Metro Cryptocurrency is owned and
controlled by Mathias.  It had no employees or revenue.
20. Malibu Homes, Inc. (“Malibu Homes”) is a Pennsylvania corporation formed in
2013 with its principal place of business in York, PA.  It is owned and controlled by Mathias.  It
had no employees or revenue.  In filings with the Commission and marketing materials
describing Ameri Metro’s planned projects (e.g., airports, rail systems, highways, housing), it is
noted that Malibu Homes is, “Designed to establish residential home building services.”
FACTS
A. Background and the Offer and Sale of Unregistered Securities.
21. A 10-K annual report filed with the Commission in April of 2024, authorized by
Mathias, noted that as of January 31, 2024, Ameri Metro had approximately 4.6 billion shares of
stock outstanding, ranging from preferred stock to Classes A through D of Common Stock, all
listed with a par value of $0.000001.
22. Transfer agent records reflect that Mathias and entities he controlled owned the
majority of the outstanding shares of Ameri Metro during the Relevant Time.

 
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23. Because Ameri Metro had a class of securities registered pursuant to Section
12(g) of the Exchange Act during the Relevant Time, it was required to make periodic public
filings with the Commission.  Among other things, Ameri Metro was required to file annual
reports on Form 10-K to provide a comprehensive overview of its business and financial
condition along with audited financial statements. 17 C.F.R § 240.13a-1.  In addition, for each of
the first three quarters of its fiscal year, Ameri Metro was required to file a quarterly report on
Form 10-Q that included unaudited financial statements and provided a continuing view of the
company’s financial posture during the year.  17 C.F.R § 240.13a-13.  And Ameri Metro was
also required to file Forms 8-K to report material events on an ongoing basis.  17 C.F.R §
240.13a-11.  These reports are filed with the Commission, posted on the Commission’s website,
and thereby made available to the investing public.
24. Ameri Metro made dozens of filings with the Commission claiming to have
entered into contracts (almost exclusively with other Mathias-created and controlled entities) to
develop a long list of projects, although it never actually developed any such projects.
25. During the Relevant Time, Ameri Metro also had a public website
(http://buystock.ameri-metro.com/Home) (“Ameri Metro’s website”) which stated that Ameri
Metro and a wholly owned subsidiary were:
... pioneers of “PPP” Private Public Partnership, of infrastructure projects and
transportation projects.  The Company is a “conduit” to “facilitate”, “general
contracting” services for infrastructure projects and transportation projects
collectively called infrastructure projects nationally.

26. Ameri Metro transferred its securities to other Mathias-owned entities, including
Penndel and HSRF, purportedly as part of the contracts to develop the projects described on
Ameri Metro’s website and in filings with the Commission.

 
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27. At Mathias’s direction, Penndel and HSRF, in turn, sold the Ameri Metro
securities to investors for approximately $1 to $2 per share.
28. The proceeds from these sales were commingled in the various bank accounts of
Penndel, HSRF, Ameri Metro, and Mathias.  Mathias was the signatory on all of those accounts.
29. Ameri Metro shares owned by Penndel and HSRF were securities that were
publicly offered or sold by general solicitation or general advertising, specifically by posting an
advertisement, article, notice or other communication via the Ameri Metro website, which
included a “Buy Shares Now” tab, as depicted in this screen capture of an archived version of the
top of Ameri Metro’s website from August 9, 2020:

30. Ameri Metro employees also solicited investors through phone calls and personal
meetings.
31. During the Relevant Time, Defendants offered for sale and sold shares of Ameri
Metro to over 150 investors.  Those investors entered into sales agreements with, and received
Ameri Metro shares from, either Penndel or HSRF.  These sales generated a total of
approximately $2.4 million in proceeds.
32. Ameri Metro failed to register the offer and sale of the Ameri Metro securities by
HSRF and Penndel during the Relevant Time.

 
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33. The offers and sales did not qualify for an exemption from filing a registration
statement with the Commission.
34. While a Form D, “Notice of Exemption Offering of Securities,” was filed on May
28, 2020, which cited Rule 506(b) as an exemption from the requirement to register, that filing
did not exempt the shares sold during the Relevant Time.
35. No exemption applies because, at Mathias’s direction, Ameri Metro shares were
offered or sold during the Relevant Time by general solicitation or general advertising,
specifically by posting an advertisement, article, notice or other communication via the internet,
that is, offering shares for sale on Ameri Metro’s website.
B. Defendants Made Misrepresentations in Filings with the Commission.
36. During the Relevant Time, at least three Forms 8-K filed with the Commission
included an untrue statement of material fact and/or omitted to state a material fact necessary in
order to make the statement(s) made, in light of the circumstances under which the statement(s)
were made, not misleading, about Ameri Metro and its existing operations.  These documents
were later attached as exhibits to certain Forms 10-Q and 10-K filed by Ameri Metro, in an effort
to continue raising investor funds.
37. In April 2024, Mathias signed two additional Forms 10-K on behalf of Ameri
Metro which included an untrue statement of material fact and/or omitted to state a material fact
necessary to make the statement(s) made, in light of the circumstances under which the
statement(s) were made, not misleading, about $950 billion in funding purportedly available to
Ameri Metro.

 
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1. July 22, 2020 False Filing: the $1 Billion “Port Trajan” Project.
38. On July 22, 2020, Mathias caused Ameri Metro to file a Form 8-K which falsely
claimed that HSR Logistics had “acquired an easement consisting of 1,000 acres for
development of an inland port” from Jewel’s Real Estate.  The filing further noted, “Based on the
value of the land, with 4 million square feet of fully developed warehousing space the estimate
overall value of the easement is $260,000,000.”
39. Jewel’s Real Estate did not own the easement it was supposedly selling.
40. Further, neither Jewel’s Real Estate, Mathias, nor any entity Mathias owned or
controlled, had sufficient assets to acquire the easement from the actual landowner(s).
41. The Form 8-K attached a document which provided additional detail regarding
this purported project, which was referred to as “Port Trajan Development” and had an estimated
cost of $1 billion.  Port Trajan was described as “a transportation multimodal hub and logistics
center” located in Antrim Township, Greencastle, Pennsylvania.  The document stated that
Ameri Metro planned to provide a “distribution center consisting of terminals with rail
connections to NS and CSX facilities.”
42. At the time of the 2020 filing, Mathias knew or was reckless in not knowing that
there was no ongoing viable Port Trajan project.
43. Both NS (Norfolk Southern Corp.) and CSX (CSX Transportation) are rail
transportation providers with facilities in the geographic area described in the filing.  Neither
company has any record of any communication with Defendants or entities referenced in the
filings related to Defendants.
44. Antrim Township officials confirmed that individuals working for and with
Antrim Township held meetings with Mathias in 2013 regarding a purported rail and easement

 
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related project that was similar to Port Trajan as described in the Form 8-K filed in July of 2020.
However, after a second meeting in the summer of 2013 between officials with Antrim
Township and Mathias, it was clear that Antrim Township officials could not enter into the
agreement(s) Mathias proposed.  There was no deal as no agreement was reached.  Antrim
Township considered the matter closed.
45. This false and misleading Form 8-K was included as an exhibit to Ameri Metro’s
subsequent Form 10-K for fiscal year ended July 31, 2021, which was filed with the Commission
on October 27, 2021.  It was also included as an exhibit to Ameri Metro’s Form 10-Q for the
quarter ended October 31, 2020, which was filed with the Commission on December 21, 2020.
2. September 4, 2020 False Filing: $915 Billion Valuation Report.
46. On September 4, 2020, Mathias and Ameri Metro made materially false and
misleading claims regarding the company’s success and value in a Form 8-K which it labeled as
an Item 7.01 Regulation FD Disclosure and attached a document entitled “Valuation Report
Prepared by Ameri Metro, Inc. Management assisted by NorAsia Consulting & Advisory to the
Board of Directors” (the “Valuation Report”) which was dated August 31, 2020.
47. The Valuation Report stated that as of August 31, 2020, the “adjusted book value”
of Ameri Metro based on its 25% ownership interest in several related companies (Mathias
owned the remaining 75% interest in these related companies) was over $915 billion, despite the
fact that that those companies never had any operations or assets.
48. The Valuation Report read, in pertinent part:
The Company has no historical earnings but with [sic] recent acquisition of
profitable companies, such as Marfin Investment Group which has historically
generated approximately $85.0 million in profits from its $1.0B in annual
revenues these acquisitions will provide historical and proven earnings to Ameri
Metro.

 
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49. This statement was false, as neither Ameri Metro nor Mathias acquired or held
any ownership interest in Marfin Investment Group.  Marfin Investment Group is the former
name of MIG Holdings S.A., based in Athens, the Hellenic Republic, and is a real estate
investment and holding company.
50. MIG Holdings S.A. has confirmed that Ameri Metro and Mathias did not control
a percentage equal to or greater than 5%, which would require public disclosure.  Further, MIG
Holdings S.A. indicated that, to the best of their knowledge, Ameri Metro and Mathias “do not,
in any way, participate in our Company or in any of our Company’s subsidiaries, all of which are
100% controlled by our Company.”
51. Mathias knew or was reckless in not knowing that Ameri Metro had not acquired
Marfin Investment Group, and that Ameri Metro also had not ever acquired other “profitable
companies” that had “historical and proven earnings” sufficient to justify a $915 billion
valuation.
52. The Valuation Report containing this same misrepresentation about Marfin was
included as an exhibit to several subsequent periodic filings by Ameri Metro, including its Form
10-K for the fiscal year ended July 31, 2022, as well as its Form 10-K for the fiscal year ended
July 31, 2023, which were both signed by Mathias and filed with the Commission on April 23,
2024.
3. November 5, 2021 False Filing: $722 Million Real Estate Development.
53. On November 5, 2021, Mathias caused Ameri Metro to file a materially false and
misleading Form 8-K which described a purported real estate development deal that involved
Jewel’s Real Estate and Ameri Metro Cryptocurrency, jointly defined as “Seller,” and Ameri

 
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Metro, defined as “Buyer,” with a purchase price of $541,369,000.  The property that was
purportedly involved in this deal was located in San Bernadino, CA.
54. The filing provided the following details regarding this purported transaction:
Seller provided Buyer all rights to develop and acquire easements and other rights
that relate to certain real property consisting of 4,443 single-family building lots,
two golf courses, 30 acres of commercial mixed-use land, 20 acres for
development of public schools, 20 acres for construction of civic buildings, and
land for construction of sewer treatment facilities, located in California (the
“Property”).

55. In a second transaction, Ameri Metro, the “Buyer,” purportedly assigned all of
“its right, title and interest, together with all of its obligations and duties” to Malibu Homes for
$722,738,000, to be paid in consumptive use tokens called “Ameri Coin” which were developed
by Ameri Metro Cryptocurrency.
56. The Form 8-K attached agreements documenting these purported transactions.
57. Despite representations to the contrary, neither Ameri Metro, Mathias, or any of
the entities controlled by Mathias referenced in the Form 8-K detailing this real estate project
owned a single parcel of property in San Bernadino County.  Moreover, Ameri Metro had almost
no cash or other assets at the time – certainly not assets worth anything close to $541,369,000 to
make this acquisition.  Nor did the company have any arrangements for financing that would
have covered that purchase price.
4. April 2024 False Filings: $950 Billion Financing Arrangement with
“Large Financial Institutions”

58. In April 2024, Mathias signed two false and misleading Forms 10-K on behalf of
Ameri Metro for the fiscal years ending July 31, 2022 and 2023, which, among other things,
falsely stated that Ameri Metro “has solidified funding of approximately $950,000,000,000 from
large financial institutions.”

 
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59. At no time did Ameri Metro receive $950,000,000,000 in funding from any
financial institutions.  There is no record of any deposit greater than $200,000 into the identified
corporate bank accounts of Ameri Metro, Penndel, and HSRF.
C. Ameri Metro’s Registration is Revoked.
60. Ameri Metro filed a Form 10-Q with the Commission in March of 2022 which
covered the quarterly period that ended January 31, 2022.  Thereafter, Ameri Metro failed to
timely file required Form 10-Qs.
61. On September 12, 2023, the Commission issued an order instituting proceedings
against Ameri Metro to determine whether it was appropriate to suspend or revoke the
registration of Ameri Metro securities based on failure to file timely and accurate information in
its periodic reports pursuant to Section 12(j) of the Exchange Act.
62. In April of 2024, Ameri Metro filed a number of Forms 10-Q and 10-K with the
Commission.  The filing did not contain required current financial statements or other
disclosures, but did include prior filings as attachments.
63. On January 17, 2025, the Commission entered an order by consent revoking
Ameri Metro’s registration pursuant to Exchange Act Section 12(j), effective as of January 21,
2025.
UNREGISTERED SALE OF SECURITIES
64. Sections 5(a) and 5(c) of the Securities Act require that an issuer register the offer
or sale of securities with the SEC absent an applicable exemption from registration.  Mathias
controlled all aspects of the management of Ameri Metro, Penndel and HSRF, including their
offer and sale of securities.

 
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65. Defendants offered and sold securities in the form of Ameri Metro stock to
investors through Penndel and HSRF without first having filed a registration statement with the
Commission for the offering and without any applicable exemption from registration.
66. While Ameri Metro had filed registration statements in the past, none of those
filings registered the offer and sale of securities during the Relevant Time.
67. From July 2020 to April 2024, Defendants, directly and indirectly, offered for sale
and sold securities – shares of Ameri Metro – to over 150 investors, through Penndel and HSRF.
These sales generated a total of approximately $2.4 million in proceeds.
68. Ameri Metro offered securities for sale in interstate commerce, specifically on the
internet through Ameri Metro’s website.  In addition, the offers of securities used interstate
facilities or the mails and interstate commerce, specifically the internet, including Ameri Metro’s
website, and the Commission’s website, to circulate information about the securities.
69. Defendants engaged one or more stock transfer agent(s) that in turn used means of
interstate commerce, including the mails, to send and receive agreements and certificates with
investors.
70. Penndel and HSRF directly offered and sold Ameri Metro stock to the public
without registration or an applicable exemption.
71. Mathias played an integral role in the offer and sale of Ameri Metro shares.  For
example, Mathias actively promoted the sale of Ameri Metro shares, actively recruited investors
to purchase Ameri Metro shares by making periodic telephone calls to investors, maintained the
scheme by participating in periodic conference calls with investors to provide updates, and
directly sold Ameri Metro shares to investors.

 
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DEFENDANTS VIOLATED THE ANTIFRAUD PROVISIONS
72. Defendants knew, or were reckless in not knowing, that the disclosures in the
three Forms 8-K and two Forms 10-K, and later filings that incorporated them, contained false
and misleading statements (including those rendered misleading due to omissions) regarding
Ameri Metro’s operations, acquisitions, and valuation.
73. Defendants knew, or were reckless in not knowing, that shares of Ameri Metro
sold after those public filings with the Commission were based on fraudulent disclosures.
Defendants’ conduct presented a danger of misleading buyers or sellers that was either known to
Defendants or was so obvious that Defendants must have been aware of it.
74.   The misstatements (or misstatements misleading by omission) were made by
Mathias and Ameri Metro in Ameri Metro’s filings with the Commission, over which Mathias
exercised ultimate authority and control.
75. Mathias controlled Ameri Metro, Penndel and HSRF, and directed the actions of
Ameri Metro, Penndel, and HSRF, in the furtherance of the scheme to defraud investors.
76. The misstatements (or misstatements misleading by omission) were material as
there is a substantial likelihood that a reasonable investor would consider the information
important in making an investment decision.  These material misstatements describe real estate
acquisitions purportedly worth hundreds of millions of dollars and the acquisition of a company
generating $85 million in annual profits from $1 billion in revenue when, in reality, Ameri Metro
had no operations or revenue.  The misstatements were made repeatedly in reports filed with the
Commission and were publicly available to investors both on the sec.gov website and links to
those filings on Ameri Metro’s website when making their decision to buy Ameri Metro shares.

 
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77. Mathias also engaged in deceptive conduct by creating agreements between his
entities, none of which had any operations, purporting to transfer valuable property rights when
those entities did not actually own the purported rights.  He attached those agreements to SEC
filings to support his claims.
78. Mathias perpetrated his fraudulent scheme with a years-long course of conduct
involving false filings and agreements amongst his entities that gave the investors the false
impression that Ameri Metro was a thriving business.
79. The fraudulent conduct occurred in connection with the purchase and sale of
Ameri Metro securities since the sales occurred during the Relevant Time, after the filings with
the Commission that contained materially false and misleading statements.
80. Mathias, and by extension the entities he owned and controlled, acted with
scienter.  Mathias knew that his entities did not actually own either the easement or land in the
Pennsylvania and California transactions.  And Mathias knew that none of his companies had
any actual operations or assets, yet he publicly claimed in a Form 8-K filed with the Commission
that he had acquired a business with over $1 billion in revenue and millions in profits.  He also
knew or was reckless in not knowing that Ameri Metro had not secured $950 billion in funding
from large financial institutions, but signed two Forms 10-K containing that statement.
81. Defendants received money from the sale of Ameri Metro shares when the
proceeds of those sales were commingled amongst their bank accounts, all of which were
controlled by Mathias.  Mathias, Penndel and HSRF used the misstatements in Ameri Metro’s
filings to obtain money from the sale of shares to investors.

 
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82. Defendants further knew, or were reckless in not knowing, that they were engaged
in a scheme to defraud investors and further engaged in practices that operated as a fraud or
deceit upon those investors by selling Ameri Metro shares based on fraudulent disclosures.
FALSE AND MISLEADING STATEMENTS IN PUBLIC FILINGS
83. Ameri Metro, as an issuer with securities registered under Section 12 of the
Exchange Act, is required under Section 13(a) of the Exchange Act and Rules 13a-1, and 13a-11
thereunder to file annual, and current reports with the Commission containing such information
as the Commission’s rules prescribe.  In addition, Rule 12b-20 requires that reports contain such
further material information as may be necessary to make the required statements, in light of the
circumstances under which they were made, not misleading.
84. Ameri Metro violated Section 13(a) and Rule 13a-11 thereunder in connection
with its false and misleading statements and half-truths in its Forms 8-K related to: (1) its
purported agreements concerning the Port Trajan project in Pennsylvania (filed July 22, 2020);
(2) the book value of Ameri Metro and its stock, and its acquisition of Marfin, a purportedly
profitable business (filed September 4, 2020, with an attached Valuation Report); and (3) a
purported agreement concerning a California real estate development (filed November 5, 2021).
85. In violation of Section 13(a) and Rules 12b-20 and 13a-1, Ameri Metro falsely
claimed to have solidified funding of $950 billion from large financial institutions in its Forms
10-K for the fiscal years ending July 31, 2022 and 2023 (filed April 23, 2024).
86. Mathias aided and abetted Ameri Metro’s violations because he provided
substantial assistance to Ameri Metro in committing these violations by providing information
about the underlying transactions, and participating in the drafting, review, and approval of each
of the relevant filings discussed above.

 
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87. Since the disclosures in these filings involved transactions with related entities
owned and controlled by Mathias, he provided the misleading information concerning the
transactions and had direct knowledge of whether the filings were accurately describing the
transactions.
88. Mathias aided and abetted Ameri Metro’s violations because he also signed the
Forms 10-K for the fiscal years ended July 31, 2022 and 2023, both of which falsely stated that
Ameri Metro had secured $950 billion in funding from large financial institutions.
89. The misleading statements in public filings were made in violation of Section
17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
along with the specific Exchange Act Rules summarized in the following table:
Summary of Misleading Statements in Public Filings

Filing Date Filing Misrepresentation Rules Violations

July 22, 2020 8-K PA easement acquisition

13a-11
Sept 4, 2020 8-K Valuation Report listing Marfin
acquisition

13a-11
Nov 5, 2021 8-K CA development

13a-11
Apr 23, 2024 10-K
FY 22
$950 billion in secured funding

13a-1; 12b-20
Apr 23, 2024 10-K
FY 23
$950 billion in secured funding

13a-1; 12b-20

FIRST CLAIM FOR RELIEF
Unregistered Offers and Sales of Securities in Violation of
Sections 5(a) and 5(c) of the Securities Act
(Against All Defendants)

90. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint.
91. The offer and sale of Ameri Metro’s shares was an offer and sale of securities.
92. Defendants directly or indirectly, singly or in concert,

 
20
 

(a) made use of means or instruments of transportation or communication in
interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement
was in effect;
(b) for the purpose of sale or for delivery after sale, carried or caused to be
carried through the mails or in interstate commerce, by any means or
instruments of transportation, securities as to which no registration
statement was in effect; and/or
(c) made use of means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy, through
the use or medium of a prospectus or otherwise, securities as to which no
registration statement had been filed.
93. By reason of the foregoing, Defendants violated, and, unless enjoined, are
reasonably likely to continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C.
§§ 77e(a) and (c)].
SECOND CLAIM FOR RELIEF
Fraud in Violation of Section 17(a) of the Securities Act
(Against All Defendants)

94. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint.
95. By engaging in the conduct described above, Defendants, directly or indirectly,
singly or in concert, in the offer or sale of securities and by the use of the means or instruments
of transportation or communication in interstate commerce or the mails, knowingly, recklessly,
or negligently,
(a)  employed one or more devices, schemes or artifices to defraud;

 
21
 
(b)  obtained money or property by means of one or more untrue statements of
material fact or omitted to state one or more material facts necessary in
order to make the statements made, in light of the circumstances under
which they were made, not misleading; and/or
(c)  engaged in one or more transactions, practices or courses of business
which operate or would operate as a fraud or deceit upon a purchaser.
96. By reason of the foregoing, Defendants violated, and, unless enjoined, are
reasonably likely to continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
THIRD CLAIM FOR RELIEF
Fraud in Violation of Section 10(b) and Rule 10b-5 of the Exchange Act
(Against Mathias and Ameri Metro)

97. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint.
98. Mathias and Ameri Metro directly or indirectly, singly or in concert, by the use of
the means or instrumentalities of interstate commerce, or of the mails, or the facilities of a
national securities exchange, in connection with the purchase or sale of securities, knowingly or
recklessly,
(a) employed one or more devices, schemes, or artifices to defraud;
(b) made one or more untrue statements of a material fact or omitted to state
one or more material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading; and/or
(c)   engaged in one or more acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons,
including purchasers and sellers of securities.

 
22
 
99. By reason of the foregoing, Mathias and Ameri Metro violated, and, unless
enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
FOURTH CLAIM FOR RELIEF
Fraud in Violation of Section 10(b) and Rules 10b-5(a) and (c) of the Exchange Act
(Against Penndel and HSRF)

100. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint.
101. Penndel and HSRF directly or indirectly, singly or in concert, by the use of the
means or instrumentalities of interstate commerce, or of the mails, or the facilities of a national
securities exchange, in connection with the purchase or sale of securities, knowingly or
recklessly,
(a) employed one or more devices, schemes, or artifices to defraud; and/or
(b)   engaged in one or more acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons,
including purchasers and sellers of securities.
102. By reason of the foregoing, Penndel and HSRF violated, and, unless enjoined, are
reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rules 10b-5(a) and (c) [17 C.F.R. §§ 240.10b-5(a), (c)] thereunder.
FIFTH CLAIM FOR RELIEF
Periodic Reporting Violations in Violation of Exchange Act Section 13(a) and
Rules 12b-20, 13a-1, and 13a-11 Thereunder
(Against Ameri Metro)

103. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 89 as if they were fully set forth herein.
 
104. By engaging in the conduct alleged above, Ameri Metro, an issuer of securities
registered pursuant to Section 12 of the Exchange Act, filed materially false and misleading

 
23
 
current reports, materially false and misleading quarterly reports, and materially false and
misleading annual reports with the Commission that made untrue statements of material fact or
omitted to state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, by making material misstatements
in Form 8-Ks filed with the Commission on July 22, 2020, September 4, 2020, and November 5,
2021, in violation of Section 13(a) of the Exchange Act and Rule 13a-11, and in Forms 10-K for
the fiscal years ending July 31, 2022 and 2023, in violation of Section 13(a) of the Exchange Act
and Rules 12b-20, and 13a-1.
105. By engaging in the conduct alleged above, Ameri Metro violated, and, unless
enjoined, will again violate, Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and
13a-11 thereunder [15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-
11].
SIXTH CLAIM FOR RELIEF
Periodic Reporting Violations-Aiding and Abetting Ameri Metro’s
Violation of Exchange Act Section 13(a) and
Rules 12b-20, 13a-1, and 13a-11 Thereunder
(Against Mathias)
106. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 89 as if they were fully set forth herein.
 
107. By engaging in the conduct alleged above, Mathias knowingly or recklessly
provided substantial assistance to Ameri Metro, an issuer of securities registered pursuant to
Section 12 of the Exchange Act, which filed materially false and misleading current reports,
materially false and misleading quarterly reports, and materially false and misleading annual
reports with the Commission that made untrue statements of material fact or omitted to state
material facts necessary in order to make the statements made, in light of the circumstances

 
24
 
under which they were made, not misleading, by making material misstatements in Form 8-Ks
filed with the Commission on July 22, 2020, September 4, 2020, and November 5, 2021, in
violation of Section 13(a) of the Exchange Act and Rule 13a-11 thereunder, and in Forms 10-K
for the fiscal years ending July 31, 2022 and 2023, in violation of Section 13(a) of the Exchange
Act and Rules 12b-20, and 13a-1 thereunder.  Mathias aided and abetted these violations because
he participated in the drafting, review, and approval of these filings.
108. By engaging in the conduct alleged above, Mathias aided and abetted Ameri
Metro’s violations of, and, unless enjoined, will again aid and abet violations of, Section 13(a) of
the Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder [15 U.S.C. § 78m(a) and 17
C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11].
SEVENTH CLAIM FOR RELIEF
Control Person Liability for Ameri Metro’s, Penndel’s,
and HSRF’s Violations of the Exchange Act
(Against Mathias)

109.     The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 89 as if they were fully set forth herein.
110.     Section 20(a) of the Exchange Act provides that every person who, directly or
indirectly, controls any person liable under any provision of this chapter or of any rule or
regulation thereunder shall also be liable jointly and severally with and to the same extent as
such controlled person to any person to whom such controlled person is liable, unless the
controlling person acted in good faith and did not directly or indirectly induce the act or acts
constituting the violation or cause of action.
111. As alleged above, Defendant Ameri Metro violated Sections 10(b) and 13(a) of
the Exchange Act and Rules 10b-5 and 12b-20, 13a-1, and 13a-11 thereunder, and Defendants

 
25
 
Penndel and HSRF violated Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c)
thereunder.
112. At all relevant times, Mathias was a control person of Ameri Metro, Penndel, and
HSRF for purposes of Exchange Act Section 20(a) [15 U.S.C. § 78t(a)].
113. At all relevant times, Mathias was a culpable participant in, and directly or
indirectly induced the acts constituting Ameri Metro’s, Penndel’s, and HSRF’s violations of the
Exchange Act, and did not act in good faith.
114. As a control person of Ameri Metro, Penndel, and HSRF, Mathias is jointly and
severally liable under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for each of Ameri
Metro’s, Penndel’s, and HSRF’s violations of the Exchange Act.
115.     By engaging in the conduct described above, Mathias violated, and unless
restrained and enjoined, will continue to violate, Sections 10(b) [15 U.S.C. § 78j(b)] and 13(a)
[15 U.S.C. § 78m(a)] and of the Exchange Act and Rules 10b-5 [17 C.F.R. § 240.10b-5] and
12b-20, 13a-1, and 13a-11 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11] thereunder.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendants, their officers, agents, servants,
employees, attorneys, and all persons in active concert or participation with any of them
from violating, directly or indirectly, the federal securities laws alleged in this Complaint;

 
26
 
II.
            Permanently            restraining and enjoining Mathias from directly or indirectly, including, but
not limited to, through any entity owned or controlled by him, participating in any issuance,
offer, or sale of any security, provided, however, that such injunction shall not prevent him from
purchasing or selling securities for his own personal account;
III.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly,
with prejudgment interest thereon, as a result of the alleged violations, pursuant to Section 21(d)
(5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)].
IV.
Ordering Defendants to pay civil money penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)]; and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)].
V.
 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section
20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently prohibiting Mathias from serving as
an officer or director of any company that has a class of securities registered under Section 12 of
the Exchange Act [15 U.S.C. §78l] or that is required to file reports under Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)].
VI.
 Granting any other and further relief this Court may deem just and proper.

 
27
 
VII.
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action and Defendants in order to implement and carry out the terms of all orders and decrees
that it may enter, or to entertain any suitable application or motion by the Commission for
additional relief within the jurisdiction of this Court.
VIII.
The Commission hereby demands a trial by jury on any and all issues in this action so
triable.

Dated:  July 18, 2025                 Respectfully            submitted,

/s/ Gregory R. Bockin
Gregory R. Bockin (DC Bar No. 450885)
Judson T. Mihok
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
                                                            Philadelphia            Regional            Office
                                                            1617            JFK            Boulevard,            Suite            520
                                                            Philadelphia,            PA            19103
                                                            Phone:            215-597-6500
                                                            Fax:            215-597-2740
                                                            Email:            [email protected]

UNITED STATES DISTRICT COURT 
DISTRICT OF COLUMBIA 

SECURITIES AND EXCHANGE 
COMMISSION, 
  1617 JFK Blvd, Suite 520 
  Philadelphia, PA 19103 

Plaintiff, 

v. 

SHAHNAWAZ MATHIAS,  
  a/k/a Shah Mathias,  
  3255 Cape Horn Road, Apt. 163 
  Red Lion, PA 17356 

AMERI METRO, INC.,  
  2575 Eastern Boulevard 
  York, PA 17402 

PENNDEL LAND DEVELOPMENT CO., and 
  2575 Eastern Boulevard 
  York, PA 17402 

HSRF TRUST, 
  2575 Eastern Boulevard 
  York, PA 17402 

Defendants.  

 CIVIL ACTION NO.: 1:25-cv-02313  

COMPLAINT 

 JURY TRIAL DEMANDED      

Plaintiff Securities and Exchange Commission (“Commission” or “SEC”) files this 

Complaint against Defendants Shahnawaz Mathias a/k/a “Shah” Mathias (“Mathias”), Ameri 

Metro, Inc. (“Ameri Metro”), Penndel Land Development Co. (“Penndel”), and HSRF Trust 

(“HSRF”), and alleges as follows: 

SUMMARY 

1. From at least July 2020 until at least April 2024 (the “Relevant Time”), Mathias,

and others acting at his direction, offered for sale and sold approximately $2.4 million worth of 

Ameri Metro shares through Penndel and HSRF by making false and misleading material 

statements (including those misleading by omission) about Ameri Metro’s operations, 

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acquisitions, and valuation in its public reports filed with the Commission.  The offers and sales 

of these securities were not covered by a registration statement or applicable exemption from 

registration.  

2. Since its inception, Ameri Metro, under Mathias’s control, filed dozens of current 

reports on Form 8-K and several annual reports on Form 10-K with the Commission describing 

transactions with other Mathias-owned and controlled companies that purportedly were working 

on large-scale projects.  Although many of these filings involve seemingly baseless speculation 

about future activities, at least three of these 8-Ks, and two of the Forms 10-K, included material 

misrepresentations. 

3. Three separate Forms 8-K filed by Mathias and Ameri Metro contained false and 

misleading statements that Ameri Metro and/or its subsidiaries had acquired: (1) “an easement 

consisting of 1,000 acres for development of an inland port” in Pennsylvania valued at $260 

million; (2) “easements and other rights that relate to certain real property consisting of 4,443 

single-family building lots, two golf courses, 30 acres of commercial mixed-use land, 20 acres 

for development of public schools, 20 acres for construction of civic buildings, and land for 

construction of sewer treatment facilities” located in San Bernadino, California, with a purchase 

price of $541,369,000; and (3) a company that had “historically generated approximately $85.0 

million in profits from its $1.0B in annual revenues . . . .”   

4. Mathias also signed two misleading Forms 10-K on behalf of Ameri Metro for 

fiscal years ending July 31, 2022 and 2023, and filed in April of 2024, which, among other 

things, contained the false and misleading statement that Ameri Metro “has solidified funding of 

approximately $950,000,000,000 from large financial institutions.”  

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5. In reality, neither Ameri Metro nor its subsidiaries had acquired the easements, 

rights, or the profitable company, nor had they secured $950,000,000,000 in funding.  As the 

control person of the entities on both sides of these transactions, Mathias knew or was reckless in 

not knowing that the statements in the above filings were materially false and misleading.   

6. By engaging in the conduct described herein, Defendants violated, and unless 

enjoined will continue to violate Sections 5(a) and (c), and 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. §§ 77e(a) and (c); 15 U.S.C. § 77q(a)], and Sections 10(b),  13(a), 

and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b), 15 

U.S.C. § 78m(a), and 15 U.S.C. § 78t(a)] and Rules 10b-5, 12b-20, 13a-1, and 13a-11 thereunder 

[17 C.F.R. § 240.10b-5, and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11].  

JURISDICTION AND VENUE 

7. The Court has subject matter jurisdiction over this action pursuant to Sections 

20(b), 20(d), and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d), and 77v(a); and 

Sections 21(d) and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa. 

8. The Court has personal jurisdiction over Defendants and venue is proper in  

this District pursuant to Section 22(a) of the Securities Act, 15 U.S.C. § 77v(a), and Section 27 

of the Exchange Act, 15 U.S.C. § 78aa, because Defendants transact business in this district and 

violations of the securities laws alleged in this Complaint occurred within this district, including 

the filing of false and misleading documents with the Commission.  

9. In addition, this Court has jurisdiction because some or all of the Defendants  

engaged in conduct within the United States that constituted significant steps in furtherance of 

the violations of the federal securities laws alleged in this Complaint. 

10. In connection with the conduct alleged in this Complaint, Defendants, directly  

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or indirectly, singly or in concert with others, have made use of the means or instrumentalities of 

interstate commerce, the means or instruments of transportation or communication in interstate 

commerce, the mails, and/or the facilities of a national securities exchange. 

DEFENDANTS 

11. Mathias, age 65, is a resident of Red Lion, PA.  He is the founder, CEO, 

Chairman, and majority shareholder of Ameri Metro.  Mathias is the founder and sole owner of 

Penndel and HSRF.      

12. Ameri Metro is a Delaware corporation with a principal place of business in 

York, PA.  Ameri Metro purports to develop, and then coordinate and supervise the financing, 

construction and development of, large-scale construction projects, such as ports, real estate 

developments, toll roads, and high-speed railway cars and lines, by bringing together the 

resources, plans, financing, approvals, and technology needed to complete such massive and 

complex undertakings.  In June of 2013, Ameri Metro filed its initial registration statement with 

the Commission which created a class of securities pursuant to Exchange Act Section 12(g).  

That filing noted that Ameri Metro was the result of a merger between “Ameri Metro 2010” and 

“Yellowwood Acquisition Corporation” in June of 2012.   

13. Penndel is a Delaware corporation that was founded in 2002 as a real estate 

company with a principal place of business in York, PA.  Penndel is wholly owned by Mathias 

who also serves as its CEO and sole officer.  Penndel had no employees.   

14. HSRF is an unincorporated entity created and controlled by Mathias with a 

principal place of business in York, PA.   

 

 

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RELATED ENTITIES 

15. Ameri Metro 2010 is described in a filing with the Commission as the original, 

pre-merger version of “Ameri Metro, Inc.”, which was incorporated in Delaware on April 13, 

2010.  That filing noted, “Ameri Metro 2010 was a development-stage company designed to 

engage in the development of efficient transportation systems, primarily high-speed rail networks 

for passenger and freight and the development of a certain toll road in the State of Alabama.”  

According to that filing, Ameri Metro 2010 reported merging with Yellowwood Acquisition 

Corporation, a public company, on June 12, 2012, and “Yellowwood Acquisition Corporation, 

the surviving entity, changed its name to Ameri Metro, Inc.”  Ameri Metro 2010 was owned and 

controlled by Mathias.  It was a development stage company with no operating history.   

16. Yellowwood Acquisition Corporation (“Yellowwood”) was a Delaware 

corporation formed on September 21, 2011, and was a public reporting company that registered a 

class of securities with the Commission on November 9, 2011.  The Registration Statement filed 

with the Commission noted, “Yellowwood had no ongoing business or operations and was 

established for the purpose of completing mergers and acquisitions with a target company, such 

as the former Ameri Metro 2010.”  After the merger in June of 2012, described supra, 

Yellowwood changed its name to Ameri Metro, Inc. (Ameri Metro).   

17. HSR Logistics, Inc. (“HSR Logistics”) is a Wyoming corporation that was 

formed in 2010 with a principal place of business in York, PA.  HSR Logistics is owned and 

controlled by Mathias.  HSR Logistics had no employees or revenue.  In filings with the 

Commission and marketing materials describing Ameri Metro’s planned projects (e.g., airports, 

rail systems, highways, housing), it is noted that HSR Logistics is, “Designed to handle all 

purchasing functions.”   

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18. Jewel’s Real Estate 1086 Master LLLP (“Jewel’s Real Estate”) is a 

Pennsylvania limited partnership formed in 1997 with its principal place of business in Red Lion, 

PA.  Jewel’s Real Estate is controlled by Mathias and, according to filings with the Commission, 

owned by Mathias and two relatives.  Jewel’s Real Estate had no employees and did not generate 

any revenue.  

19. Ameri Metro, Infrastructure Cryptocurrency Inc. (“Ameri Metro 

Cryptocurrency”) is a Delaware corporation formed in 2021 with its principal place of business 

in York, PA.  Ameri Metro Cryptocurrency purports to be the developer of two consumptive use 

tokens created under the laws of Wyoming.  Ameri Metro Cryptocurrency is owned and 

controlled by Mathias.  It had no employees or revenue. 

20. Malibu Homes, Inc. (“Malibu Homes”) is a Pennsylvania corporation formed in 

2013 with its principal place of business in York, PA.  It is owned and controlled by Mathias.  It 

had no employees or revenue.  In filings with the Commission and marketing materials 

describing Ameri Metro’s planned projects (e.g., airports, rail systems, highways, housing), it is 

noted that Malibu Homes is, “Designed to establish residential home building services.”   

FACTS 

A. Background and the Offer and Sale of Unregistered Securities. 

21. A 10-K annual report filed with the Commission in April of 2024, authorized by 

Mathias, noted that as of January 31, 2024, Ameri Metro had approximately 4.6 billion shares of 

stock outstanding, ranging from preferred stock to Classes A through D of Common Stock, all 

listed with a par value of $0.000001.   

22. Transfer agent records reflect that Mathias and entities he controlled owned the 

majority of the outstanding shares of Ameri Metro during the Relevant Time. 

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23. Because Ameri Metro had a class of securities registered pursuant to Section 

12(g) of the Exchange Act during the Relevant Time, it was required to make periodic public 

filings with the Commission.  Among other things, Ameri Metro was required to file annual 

reports on Form 10-K to provide a comprehensive overview of its business and financial 

condition along with audited financial statements. 17 C.F.R § 240.13a-1.  In addition, for each of 

the first three quarters of its fiscal year, Ameri Metro was required to file a quarterly report on 

Form 10-Q that included unaudited financial statements and provided a continuing view of the 

company’s financial posture during the year.  17 C.F.R § 240.13a-13.  And Ameri Metro was 

also required to file Forms 8-K to report material events on an ongoing basis.  17 C.F.R § 

240.13a-11.  These reports are filed with the Commission, posted on the Commission’s website, 

and thereby made available to the investing public. 

24. Ameri Metro made dozens of filings with the Commission claiming to have 

entered into contracts (almost exclusively with other Mathias-created and controlled entities) to 

develop a long list of projects, although it never actually developed any such projects.     

25. During the Relevant Time, Ameri Metro also had a public website 

(http://buystock.ameri-metro.com/Home) (“Ameri Metro’s website”) which stated that Ameri 

Metro and a wholly owned subsidiary were:  

… pioneers of “PPP” Private Public Partnership, of infrastructure projects and 
transportation projects.  The Company is a “conduit” to “facilitate”, “general 
contracting” services for infrastructure projects and transportation projects 
collectively called infrastructure projects nationally. 
 
26. Ameri Metro transferred its securities to other Mathias-owned entities, including 

Penndel and HSRF, purportedly as part of the contracts to develop the projects described on 

Ameri Metro’s website and in filings with the Commission.   

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27. At Mathias’s direction, Penndel and HSRF, in turn, sold the Ameri Metro 

securities to investors for approximately $1 to $2 per share.   

28. The proceeds from these sales were commingled in the various bank accounts of 

Penndel, HSRF, Ameri Metro, and Mathias.  Mathias was the signatory on all of those accounts.     

29. Ameri Metro shares owned by Penndel and HSRF were securities that were 

publicly offered or sold by general solicitation or general advertising, specifically by posting an 

advertisement, article, notice or other communication via the Ameri Metro website, which 

included a “Buy Shares Now” tab, as depicted in this screen capture of an archived version of the 

top of Ameri Metro’s website from August 9, 2020: 

 

30. Ameri Metro employees also solicited investors through phone calls and personal 

meetings.   

31. During the Relevant Time, Defendants offered for sale and sold shares of Ameri 

Metro to over 150 investors.  Those investors entered into sales agreements with, and received 

Ameri Metro shares from, either Penndel or HSRF.  These sales generated a total of 

approximately $2.4 million in proceeds.   

32. Ameri Metro failed to register the offer and sale of the Ameri Metro securities by 

HSRF and Penndel during the Relevant Time. 

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33. The offers and sales did not qualify for an exemption from filing a registration 

statement with the Commission.   

34. While a Form D, “Notice of Exemption Offering of Securities,” was filed on May 

28, 2020, which cited Rule 506(b) as an exemption from the requirement to register, that filing 

did not exempt the shares sold during the Relevant Time.   

35. No exemption applies because, at Mathias’s direction, Ameri Metro shares were 

offered or sold during the Relevant Time by general solicitation or general advertising, 

specifically by posting an advertisement, article, notice or other communication via the internet, 

that is, offering shares for sale on Ameri Metro’s website.   

B. Defendants Made Misrepresentations in Filings with the Commission. 

36. During the Relevant Time, at least three Forms 8-K filed with the Commission 

included an untrue statement of material fact and/or omitted to state a material fact necessary in 

order to make the statement(s) made, in light of the circumstances under which the statement(s) 

were made, not misleading, about Ameri Metro and its existing operations.  These documents 

were later attached as exhibits to certain Forms 10-Q and 10-K filed by Ameri Metro, in an effort 

to continue raising investor funds.   

37. In April 2024, Mathias signed two additional Forms 10-K on behalf of Ameri 

Metro which included an untrue statement of material fact and/or omitted to state a material fact 

necessary to make the statement(s) made, in light of the circumstances under which the 

statement(s) were made, not misleading, about $950 billion in funding purportedly available to 

Ameri Metro. 

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1. July 22, 2020 False Filing: the $1 Billion “Port Trajan” Project. 

38. On July 22, 2020, Mathias caused Ameri Metro to file a Form 8-K which falsely 

claimed that HSR Logistics had “acquired an easement consisting of 1,000 acres for 

development of an inland port” from Jewel’s Real Estate.  The filing further noted, “Based on the 

value of the land, with 4 million square feet of fully developed warehousing space the estimate 

overall value of the easement is $260,000,000.” 

39. Jewel’s Real Estate did not own the easement it was supposedly selling. 

40. Further, neither Jewel’s Real Estate, Mathias, nor any entity Mathias owned or 

controlled, had sufficient assets to acquire the easement from the actual landowner(s). 

41. The Form 8-K attached a document which provided additional detail regarding 

this purported project, which was referred to as “Port Trajan Development” and had an estimated 

cost of $1 billion.  Port Trajan was described as “a transportation multimodal hub and logistics 

center” located in Antrim Township, Greencastle, Pennsylvania.  The document stated that 

Ameri Metro planned to provide a “distribution center consisting of terminals with rail 

connections to NS and CSX facilities.”   

42. At the time of the 2020 filing, Mathias knew or was reckless in not knowing that 

there was no ongoing viable Port Trajan project. 

43. Both NS (Norfolk Southern Corp.) and CSX (CSX Transportation) are rail 

transportation providers with facilities in the geographic area described in the filing.  Neither 

company has any record of any communication with Defendants or entities referenced in the 

filings related to Defendants. 

44. Antrim Township officials confirmed that individuals working for and with 

Antrim Township held meetings with Mathias in 2013 regarding a purported rail and easement 

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related project that was similar to Port Trajan as described in the Form 8-K filed in July of 2020.  

However, after a second meeting in the summer of 2013 between officials with Antrim 

Township and Mathias, it was clear that Antrim Township officials could not enter into the 

agreement(s) Mathias proposed.  There was no deal as no agreement was reached.  Antrim 

Township considered the matter closed.   

45. This false and misleading Form 8-K was included as an exhibit to Ameri Metro’s 

subsequent Form 10-K for fiscal year ended July 31, 2021, which was filed with the Commission 

on October 27, 2021.  It was also included as an exhibit to Ameri Metro’s Form 10-Q for the 

quarter ended October 31, 2020, which was filed with the Commission on December 21, 2020. 

2. September 4, 2020 False Filing: $915 Billion Valuation Report. 

46. On September 4, 2020, Mathias and Ameri Metro made materially false and 

misleading claims regarding the company’s success and value in a Form 8-K which it labeled as 

an Item 7.01 Regulation FD Disclosure and attached a document entitled “Valuation Report 

Prepared by Ameri Metro, Inc. Management assisted by NorAsia Consulting & Advisory to the 

Board of Directors” (the “Valuation Report”) which was dated August 31, 2020.  

47. The Valuation Report stated that as of August 31, 2020, the “adjusted book value” 

of Ameri Metro based on its 25% ownership interest in several related companies (Mathias 

owned the remaining 75% interest in these related companies) was over $915 billion, despite the 

fact that that those companies never had any operations or assets.   

48. The Valuation Report read, in pertinent part: 

The Company has no historical earnings but with [sic] recent acquisition of 
profitable companies, such as Marfin Investment Group which has historically 
generated approximately $85.0 million in profits from its $1.0B in annual 
revenues these acquisitions will provide historical and proven earnings to Ameri 
Metro. 
 

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49. This statement was false, as neither Ameri Metro nor Mathias acquired or held 

any ownership interest in Marfin Investment Group.  Marfin Investment Group is the former 

name of MIG Holdings S.A., based in Athens, the Hellenic Republic, and is a real estate 

investment and holding company.   

50. MIG Holdings S.A. has confirmed that Ameri Metro and Mathias did not control 

a percentage equal to or greater than 5%, which would require public disclosure.  Further, MIG 

Holdings S.A. indicated that, to the best of their knowledge, Ameri Metro and Mathias “do not, 

in any way, participate in our Company or in any of our Company’s subsidiaries, all of which are 

100% controlled by our Company.” 

51. Mathias knew or was reckless in not knowing that Ameri Metro had not acquired 

Marfin Investment Group, and that Ameri Metro also had not ever acquired other “profitable 

companies” that had “historical and proven earnings” sufficient to justify a $915 billion 

valuation.  

52. The Valuation Report containing this same misrepresentation about Marfin was 

included as an exhibit to several subsequent periodic filings by Ameri Metro, including its Form 

10-K for the fiscal year ended July 31, 2022, as well as its Form 10-K for the fiscal year ended 

July 31, 2023, which were both signed by Mathias and filed with the Commission on April 23, 

2024. 

3. November 5, 2021 False Filing: $722 Million Real Estate Development. 

53. On November 5, 2021, Mathias caused Ameri Metro to file a materially false and 

misleading Form 8-K which described a purported real estate development deal that involved 

Jewel’s Real Estate and Ameri Metro Cryptocurrency, jointly defined as “Seller,” and Ameri 

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Metro, defined as “Buyer,” with a purchase price of $541,369,000.  The property that was 

purportedly involved in this deal was located in San Bernadino, CA. 

54. The filing provided the following details regarding this purported transaction:  

Seller provided Buyer all rights to develop and acquire easements and other rights 
that relate to certain real property consisting of 4,443 single-family building lots, 
two golf courses, 30 acres of commercial mixed-use land, 20 acres for 
development of public schools, 20 acres for construction of civic buildings, and 
land for construction of sewer treatment facilities, located in California (the 
“Property”). 
 
55. In a second transaction, Ameri Metro, the “Buyer,” purportedly assigned all of 

“its right, title and interest, together with all of its obligations and duties” to Malibu Homes for 

$722,738,000, to be paid in consumptive use tokens called “Ameri Coin” which were developed 

by Ameri Metro Cryptocurrency.   

56. The Form 8-K attached agreements documenting these purported transactions. 

57. Despite representations to the contrary, neither Ameri Metro, Mathias, or any of 

the entities controlled by Mathias referenced in the Form 8-K detailing this real estate project 

owned a single parcel of property in San Bernadino County.  Moreover, Ameri Metro had almost 

no cash or other assets at the time – certainly not assets worth anything close to $541,369,000 to 

make this acquisition.  Nor did the company have any arrangements for financing that would 

have covered that purchase price.   

4. April 2024 False Filings: $950 Billion Financing Arrangement with 
“Large Financial Institutions” 
 

58. In April 2024, Mathias signed two false and misleading Forms 10-K on behalf of 

Ameri Metro for the fiscal years ending July 31, 2022 and 2023, which, among other things, 

falsely stated that Ameri Metro “has solidified funding of approximately $950,000,000,000 from 

large financial institutions.”  

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59. At no time did Ameri Metro receive $950,000,000,000 in funding from any 

financial institutions.  There is no record of any deposit greater than $200,000 into the identified 

corporate bank accounts of Ameri Metro, Penndel, and HSRF.   

C. Ameri Metro’s Registration is Revoked. 

60. Ameri Metro filed a Form 10-Q with the Commission in March of 2022 which 

covered the quarterly period that ended January 31, 2022.  Thereafter, Ameri Metro failed to 

timely file required Form 10-Qs.   

61. On September 12, 2023, the Commission issued an order instituting proceedings 

against Ameri Metro to determine whether it was appropriate to suspend or revoke the 

registration of Ameri Metro securities based on failure to file timely and accurate information in 

its periodic reports pursuant to Section 12(j) of the Exchange Act.   

62. In April of 2024, Ameri Metro filed a number of Forms 10-Q and 10-K with the 

Commission.  The filing did not contain required current financial statements or other 

disclosures, but did include prior filings as attachments. 

63. On January 17, 2025, the Commission entered an order by consent revoking 

Ameri Metro’s registration pursuant to Exchange Act Section 12(j), effective as of January 21, 

2025. 

UNREGISTERED SALE OF SECURITIES 

64. Sections 5(a) and 5(c) of the Securities Act require that an issuer register the offer 

or sale of securities with the SEC absent an applicable exemption from registration.  Mathias 

controlled all aspects of the management of Ameri Metro, Penndel and HSRF, including their 

offer and sale of securities.    

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65. Defendants offered and sold securities in the form of Ameri Metro stock to 

investors through Penndel and HSRF without first having filed a registration statement with the 

Commission for the offering and without any applicable exemption from registration.   

66. While Ameri Metro had filed registration statements in the past, none of those 

filings registered the offer and sale of securities during the Relevant Time.   

67. From July 2020 to April 2024, Defendants, directly and indirectly, offered for sale 

and sold securities – shares of Ameri Metro – to over 150 investors, through Penndel and HSRF.  

These sales generated a total of approximately $2.4 million in proceeds.      

68. Ameri Metro offered securities for sale in interstate commerce, specifically on the 

internet through Ameri Metro’s website.  In addition, the offers of securities used interstate 

facilities or the mails and interstate commerce, specifically the internet, including Ameri Metro’s 

website, and the Commission’s website, to circulate information about the securities.    

69. Defendants engaged one or more stock transfer agent(s) that in turn used means of 

interstate commerce, including the mails, to send and receive agreements and certificates with 

investors. 

70. Penndel and HSRF directly offered and sold Ameri Metro stock to the public 

without registration or an applicable exemption. 

71. Mathias played an integral role in the offer and sale of Ameri Metro shares.  For 

example, Mathias actively promoted the sale of Ameri Metro shares, actively recruited investors 

to purchase Ameri Metro shares by making periodic telephone calls to investors, maintained the 

scheme by participating in periodic conference calls with investors to provide updates, and 

directly sold Ameri Metro shares to investors. 

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DEFENDANTS VIOLATED THE ANTIFRAUD PROVISIONS 

72. Defendants knew, or were reckless in not knowing, that the disclosures in the 

three Forms 8-K and two Forms 10-K, and later filings that incorporated them, contained false 

and misleading statements (including those rendered misleading due to omissions) regarding 

Ameri Metro’s operations, acquisitions, and valuation. 

73. Defendants knew, or were reckless in not knowing, that shares of Ameri Metro 

sold after those public filings with the Commission were based on fraudulent disclosures.   

Defendants’ conduct presented a danger of misleading buyers or sellers that was either known to 

Defendants or was so obvious that Defendants must have been aware of it. 

74.   The misstatements (or misstatements misleading by omission) were made by 

Mathias and Ameri Metro in Ameri Metro’s filings with the Commission, over which Mathias 

exercised ultimate authority and control.   

75. Mathias controlled Ameri Metro, Penndel and HSRF, and directed the actions of 

Ameri Metro, Penndel, and HSRF, in the furtherance of the scheme to defraud investors.  

76. The misstatements (or misstatements misleading by omission) were material as 

there is a substantial likelihood that a reasonable investor would consider the information 

important in making an investment decision.  These material misstatements describe real estate 

acquisitions purportedly worth hundreds of millions of dollars and the acquisition of a company 

generating $85 million in annual profits from $1 billion in revenue when, in reality, Ameri Metro 

had no operations or revenue.  The misstatements were made repeatedly in reports filed with the 

Commission and were publicly available to investors both on the sec.gov website and links to 

those filings on Ameri Metro’s website when making their decision to buy Ameri Metro shares.   

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77. Mathias also engaged in deceptive conduct by creating agreements between his 

entities, none of which had any operations, purporting to transfer valuable property rights when 

those entities did not actually own the purported rights.  He attached those agreements to SEC 

filings to support his claims. 

78. Mathias perpetrated his fraudulent scheme with a years-long course of conduct 

involving false filings and agreements amongst his entities that gave the investors the false 

impression that Ameri Metro was a thriving business.   

79. The fraudulent conduct occurred in connection with the purchase and sale of 

Ameri Metro securities since the sales occurred during the Relevant Time, after the filings with 

the Commission that contained materially false and misleading statements.   

80. Mathias, and by extension the entities he owned and controlled, acted with 

scienter.  Mathias knew that his entities did not actually own either the easement or land in the 

Pennsylvania and California transactions.  And Mathias knew that none of his companies had 

any actual operations or assets, yet he publicly claimed in a Form 8-K filed with the Commission 

that he had acquired a business with over $1 billion in revenue and millions in profits.  He also 

knew or was reckless in not knowing that Ameri Metro had not secured $950 billion in funding 

from large financial institutions, but signed two Forms 10-K containing that statement. 

81. Defendants received money from the sale of Ameri Metro shares when the 

proceeds of those sales were commingled amongst their bank accounts, all of which were 

controlled by Mathias.  Mathias, Penndel and HSRF used the misstatements in Ameri Metro’s 

filings to obtain money from the sale of shares to investors.   

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82. Defendants further knew, or were reckless in not knowing, that they were engaged 

in a scheme to defraud investors and further engaged in practices that operated as a fraud or 

deceit upon those investors by selling Ameri Metro shares based on fraudulent disclosures.   

FALSE AND MISLEADING STATEMENTS IN PUBLIC FILINGS 

83. Ameri Metro, as an issuer with securities registered under Section 12 of the 

Exchange Act, is required under Section 13(a) of the Exchange Act and Rules 13a-1, and 13a-11 

thereunder to file annual, and current reports with the Commission containing such information 

as the Commission’s rules prescribe.  In addition, Rule 12b-20 requires that reports contain such 

further material information as may be necessary to make the required statements, in light of the 

circumstances under which they were made, not misleading.  

84. Ameri Metro violated Section 13(a) and Rule 13a-11 thereunder in connection 

with its false and misleading statements and half-truths in its Forms 8-K related to: (1) its 

purported agreements concerning the Port Trajan project in Pennsylvania (filed July 22, 2020); 

(2) the book value of Ameri Metro and its stock, and its acquisition of Marfin, a purportedly 

profitable business (filed September 4, 2020, with an attached Valuation Report); and (3) a 

purported agreement concerning a California real estate development (filed November 5, 2021). 

85. In violation of Section 13(a) and Rules 12b-20 and 13a-1, Ameri Metro falsely 

claimed to have solidified funding of $950 billion from large financial institutions in its Forms 

10-K for the fiscal years ending July 31, 2022 and 2023 (filed April 23, 2024). 

86. Mathias aided and abetted Ameri Metro’s violations because he provided 

substantial assistance to Ameri Metro in committing these violations by providing information 

about the underlying transactions, and participating in the drafting, review, and approval of each 

of the relevant filings discussed above.   

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87. Since the disclosures in these filings involved transactions with related entities 

owned and controlled by Mathias, he provided the misleading information concerning the 

transactions and had direct knowledge of whether the filings were accurately describing the 

transactions.   

88. Mathias aided and abetted Ameri Metro’s violations because he also signed the 

Forms 10-K for the fiscal years ended July 31, 2022 and 2023, both of which falsely stated that 

Ameri Metro had secured $950 billion in funding from large financial institutions. 

89. The misleading statements in public filings were made in violation of Section 

17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, 

along with the specific Exchange Act Rules summarized in the following table: 

Summary of Misleading Statements in Public Filings 
 

Filing Date Filing Misrepresentation Rules Violations 
 

July 22, 2020 8-K PA easement acquisition 
 

13a-11 

Sept 4, 2020 8-K Valuation Report listing Marfin 
acquisition 
 

13a-11 

Nov 5, 2021 8-K CA development 
 

13a-11 

Apr 23, 2024  10-K 
FY 22 

$950 billion in secured funding 
 

13a-1; 12b-20 

Apr 23, 2024  10-K 
FY 23 

$950 billion in secured funding 
 

13a-1; 12b-20 

 
FIRST CLAIM FOR RELIEF 

Unregistered Offers and Sales of Securities in Violation of 
Sections 5(a) and 5(c) of the Securities Act 

(Against All Defendants) 
 

90. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint. 

91. The offer and sale of Ameri Metro’s shares was an offer and sale of securities. 

92. Defendants directly or indirectly, singly or in concert,  

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(a) made use of means or instruments of transportation or communication in  

interstate commerce or of the mails to sell, through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement 

was in effect;  

(b) for the purpose of sale or for delivery after sale, carried or caused to be  

carried through the mails or in interstate commerce, by any means or 

instruments of transportation, securities as to which no registration 

statement was in effect; and/or  

(c) made use of means or instruments of transportation or communication in  

interstate commerce or of the mails to offer to sell or offer to buy, through 

the use or medium of a prospectus or otherwise, securities as to which no 

registration statement had been filed. 

93. By reason of the foregoing, Defendants violated, and, unless enjoined, are 

reasonably likely to continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and (c)]. 

SECOND CLAIM FOR RELIEF 
Fraud in Violation of Section 17(a) of the Securities Act 

(Against All Defendants) 
 

94. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint. 

95. By engaging in the conduct described above, Defendants, directly or indirectly, 

singly or in concert, in the offer or sale of securities and by the use of the means or instruments 

of transportation or communication in interstate commerce or the mails, knowingly, recklessly, 

or negligently,  

(a)  employed one or more devices, schemes or artifices to defraud;  

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(b)  obtained money or property by means of one or more untrue statements of 

material fact or omitted to state one or more material facts necessary in 

order to make the statements made, in light of the circumstances under 

which they were made, not misleading; and/or 

(c)  engaged in one or more transactions, practices or courses of business 

which operate or would operate as a fraud or deceit upon a purchaser. 

96. By reason of the foregoing, Defendants violated, and, unless enjoined, are 

reasonably likely to continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

THIRD CLAIM FOR RELIEF 
Fraud in Violation of Section 10(b) and Rule 10b-5 of the Exchange Act 

(Against Mathias and Ameri Metro) 
 

97. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint. 

98. Mathias and Ameri Metro directly or indirectly, singly or in concert, by the use of 

the means or instrumentalities of interstate commerce, or of the mails, or the facilities of a 

national securities exchange, in connection with the purchase or sale of securities, knowingly or 

recklessly,  

(a) employed one or more devices, schemes, or artifices to defraud;  

(b) made one or more untrue statements of a material fact or omitted to state  

one or more material facts necessary in order to make the statements 

made, in light of the circumstances under which they were made, not 

misleading; and/or  

(c)   engaged in one or more acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons, 

including purchasers and sellers of securities.    

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99. By reason of the foregoing, Mathias and Ameri Metro violated, and, unless 

enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. 

FOURTH CLAIM FOR RELIEF 
Fraud in Violation of Section 10(b) and Rules 10b-5(a) and (c) of the Exchange Act 

(Against Penndel and HSRF) 
 

100. The Commission repeats and realleges Paragraphs 1 through 89 of its Complaint. 

101. Penndel and HSRF directly or indirectly, singly or in concert, by the use of the 

means or instrumentalities of interstate commerce, or of the mails, or the facilities of a national 

securities exchange, in connection with the purchase or sale of securities, knowingly or 

recklessly,  

(a) employed one or more devices, schemes, or artifices to defraud; and/or  

(b)   engaged in one or more acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons, 

including purchasers and sellers of securities.    

102. By reason of the foregoing, Penndel and HSRF violated, and, unless enjoined, are 

reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rules 10b-5(a) and (c) [17 C.F.R. §§ 240.10b-5(a), (c)] thereunder. 

FIFTH CLAIM FOR RELIEF 
Periodic Reporting Violations in Violation of Exchange Act Section 13(a) and  

Rules 12b-20, 13a-1, and 13a-11 Thereunder 
(Against Ameri Metro) 

 
103. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 89 as if they were fully set forth herein.  

104. By engaging in the conduct alleged above, Ameri Metro, an issuer of securities 

registered pursuant to Section 12 of the Exchange Act, filed materially false and misleading 

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current reports, materially false and misleading quarterly reports, and materially false and 

misleading annual reports with the Commission that made untrue statements of material fact or 

omitted to state material facts necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading, by making material misstatements 

in Form 8-Ks filed with the Commission on July 22, 2020, September 4, 2020, and November 5, 

2021, in violation of Section 13(a) of the Exchange Act and Rule 13a-11, and in Forms 10-K for 

the fiscal years ending July 31, 2022 and 2023, in violation of Section 13(a) of the Exchange Act 

and Rules 12b-20, and 13a-1.   

105. By engaging in the conduct alleged above, Ameri Metro violated, and, unless 

enjoined, will again violate, Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 

13a-11 thereunder [15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-

11]. 

SIXTH CLAIM FOR RELIEF 
Periodic Reporting Violations-Aiding and Abetting Ameri Metro’s 

Violation of Exchange Act Section 13(a) and 
Rules 12b-20, 13a-1, and 13a-11 Thereunder 

(Against Mathias) 

106. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 89 as if they were fully set forth herein.  

107. By engaging in the conduct alleged above, Mathias knowingly or recklessly 

provided substantial assistance to Ameri Metro, an issuer of securities registered pursuant to 

Section 12 of the Exchange Act, which filed materially false and misleading current reports, 

materially false and misleading quarterly reports, and materially false and misleading annual 

reports with the Commission that made untrue statements of material fact or omitted to state 

material facts necessary in order to make the statements made, in light of the circumstances 

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under which they were made, not misleading, by making material misstatements in Form 8-Ks 

filed with the Commission on July 22, 2020, September 4, 2020, and November 5, 2021, in 

violation of Section 13(a) of the Exchange Act and Rule 13a-11 thereunder, and in Forms 10-K 

for the fiscal years ending July 31, 2022 and 2023, in violation of Section 13(a) of the Exchange 

Act and Rules 12b-20, and 13a-1 thereunder.  Mathias aided and abetted these violations because 

he participated in the drafting, review, and approval of these filings. 

108. By engaging in the conduct alleged above, Mathias aided and abetted Ameri 

Metro’s violations of, and, unless enjoined, will again aid and abet violations of, Section 13(a) of 

the Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder [15 U.S.C. § 78m(a) and 17 

C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11]. 

SEVENTH CLAIM FOR RELIEF 
Control Person Liability for Ameri Metro’s, Penndel’s, 

and HSRF’s Violations of the Exchange Act 
(Against Mathias) 

 
109. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 89 as if they were fully set forth herein. 

110. Section 20(a) of the Exchange Act provides that every person who, directly or 

indirectly, controls any person liable under any provision of this chapter or of any rule or 

regulation thereunder shall also be liable jointly and severally with and to the same extent as 

such controlled person to any person to whom such controlled person is liable, unless the 

controlling person acted in good faith and did not directly or indirectly induce the act or acts 

constituting the violation or cause of action. 

111. As alleged above, Defendant Ameri Metro violated Sections 10(b) and 13(a) of 

the Exchange Act and Rules 10b-5 and 12b-20, 13a-1, and 13a-11 thereunder, and Defendants 

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Penndel and HSRF violated Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) 

thereunder. 

112. At all relevant times, Mathias was a control person of Ameri Metro, Penndel, and 

HSRF for purposes of Exchange Act Section 20(a) [15 U.S.C. § 78t(a)].  

113. At all relevant times, Mathias was a culpable participant in, and directly or 

indirectly induced the acts constituting Ameri Metro’s, Penndel’s, and HSRF’s violations of the 

Exchange Act, and did not act in good faith. 

114. As a control person of Ameri Metro, Penndel, and HSRF, Mathias is jointly and 

severally liable under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for each of Ameri 

Metro’s, Penndel’s, and HSRF’s violations of the Exchange Act.  

115. By engaging in the conduct described above, Mathias violated, and unless 

restrained and enjoined, will continue to violate, Sections 10(b) [15 U.S.C. § 78j(b)] and 13(a) 

[15 U.S.C. § 78m(a)] and of the Exchange Act and Rules 10b-5 [17 C.F.R. § 240.10b-5] and 

12b-20, 13a-1, and 13a-11 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-11] thereunder.    

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment:  

I. 

Permanently restraining and enjoining Defendants, their officers, agents, servants, 

employees, attorneys, and all persons in active concert or participation with any of them 

from violating, directly or indirectly, the federal securities laws alleged in this Complaint; 

 

 

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II. 

 Permanently restraining and enjoining Mathias from directly or indirectly, including, but 

not limited to, through any entity owned or controlled by him, participating in any issuance, 

offer, or sale of any security, provided, however, that such injunction shall not prevent him from 

purchasing or selling securities for his own personal account; 

III. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, 

with prejudgment interest thereon, as a result of the alleged violations, pursuant to Section 21(d) 

(5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)]. 

IV. 

Ordering Defendants to pay civil money penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)]; and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)]. 

V. 

 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 

20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently prohibiting Mathias from serving as 

an officer or director of any company that has a class of securities registered under Section 12 of 

the Exchange Act [15 U.S.C. §78l] or that is required to file reports under Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)]. 

VI. 

 Granting any other and further relief this Court may deem just and proper. 

 

 

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VII. 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action and Defendants in order to implement and carry out the terms of all orders and decrees 

that it may enter, or to entertain any suitable application or motion by the Commission for 

additional relief within the jurisdiction of this Court. 

VIII. 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 
Dated: July 18, 2025     Respectfully submitted, 

 
/s/ Gregory R. Bockin  
Gregory R. Bockin (DC Bar No. 450885) 
Judson T. Mihok 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 

     Philadelphia Regional Office 
     1617 JFK Boulevard, Suite 520 
     Philadelphia, PA 19103 
     Phone: 215-597-6500 
     Fax: 215-597-2740 
     Email: [email protected] 

Case 1:25-cv-02313     Document 1     Filed 07/18/25     Page 27 of 27