UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2022

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

Commission file number 000-54546

AMERI METRO, INC.

(Exact name of registrant as specified in its charter)

Delaware

45-1877342

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

2575 Eastern Blvd. Suite 102

York, Pennsylvania 17402

(Address of principal executive offices) (zip code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.000001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

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

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

☒ Yes ☐ No

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

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

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

Class		Outstanding at January 31, 2024

Preferred Stock, par value $0.000001		1,800,000 shares
Class A Common Stock, par value $0.000001		1,684,000 shares
Class B Common Stock, par value $0.000001		4,289,637,844 shares
Class C Common Stock, par value $0.000001		191,051,320 shares
Class D Common Stock, par value $0.000001		114,000,000 shares

AMERI METRO, INC.

TABLE OF CONTENTS

INDEX

		Page
PART I		1
ITEM 1. BUSINESS		1
ITEM 1.A RISK FACTORS		1
ITEM 1.B UNRESOLVED STAFF COMMENTS		1
ITEM 2. PROPERTIES		1
ITEM 3. LEGAL PROCEEDINGS		1
ITEM 4. MINE SAFETY DISCLOSURES		1
PART II		2
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		2
ITEM 6. [RESERVED]		2
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		2
ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		3
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.		9
ITEM 9A. CONTROLS AND PROCEDURES		9
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		9
PART III		10
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		10
ITEM 11. EXECUTIVE COMPENSATION		10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		10
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		10
PART IV		11
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		11

PART I

ITEMS 1, 1A, 1B, 2, 3 and 4

SEE NOTE 1

PART II

ITEMS 5, 6, 7, and 7A

SEE NOTE 1

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMERI METRO, INC.

CONSOLIDATED BALANCE SHEETS

SEE NOTE 1

AMERI METRO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

SEE NOTE 1

AMERI METRO, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JULY 31, 2022 AND 2021

SEE NOTE 1

AMERI METRO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SEE NOTE 1

AMERI METRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2022 and 2021

NOTE 1 – LETTER FROM AMERI METRO, INC. CFO

April 16, 2024

To Whom this May Concern and for the Record:

Ameri Metro, Inc. (“ARMT”) Background:

ARMT filed its original S-1 on June 13, 2013. ARMT is an infrastructure company specializing in highly technical toll roads, bridges, high-speed rails, and ports. Since 2013, ARMT has solidified over 100 infrastructure contracts throughout the USA and the world. All these contracts will ultimately recognize well more than $1,000,000,000 each averaging approximately $20,000,000,000 each. All contracts ultimately benefit State or Federal agencies. ARMT has solidified funding of approximately $950,000,000,000 from large financial institutions. ARMT was formed to enhance the humanitarian crisis everywhere and fund governments whereby the projects are otherwise not affordable without raising taxes.

Personal Background:

My name is Phillip M. (“Marty”) Hicks, and I am the Co-Chief Executive Officer and Chief Financial Officer of Ameri Metro, Inc. My brief professional background is that I have more than 40 years’ experience and have served throughout the USA as a forensic accountant, one of the most accredited forensic accountants in America. I am a former Partner for Deloitte and a veteran professional Whistleblower for the Security Exchange Commission’s (“SEC”) program since its inception in August of 2011. With respect to White Collar crimes, I have assisted various U.S. Attorney’s offices and the local Federal Bureau of Investigation. I continue to work with former Federal agents. In this respect, I have extensive regulatory experience and have assisted with more than 50 Federal indictments including but not limited to; Robert Bandfield, Gregg Mulholland, Brian Sodi, Scott Key, Barry Honig and others.

Late Regulatory Filings:

We at Ameri Metro, Inc. are providing details resulting in our late filing of the following:

●

All 10-Q’s and the 10-K due since January 31, 2022

Even though we have adequate books and records for all periods questioned in the opinion of management, we are unable to file financial statements nor footnotes for these periods due to the following:

A bogus lawsuit was filed before the financial periods in question by Andrew Lentz for more than $389,000,000. Mr. Lentz was a former consultant to a related entity of ARMT. Mr. Lentz was fully aware that this bogus lawsuit would cause significant damages to ARMT including, but not limited to, not being able to meet its financial reporting requirements. To date, his strategy has worked.

Andrew Lentz boasted to many ARMT affiliates about “blowing the whistle” on ARMT to the SEC. In fact, the SEC indeed accepted the Lentz TCR (complaint) and acted upon it by opening an investigation and issuing questionnaires to all but a few ARMT Stock Class B shareholders. Only an insider such as Andrew Lentz was privy to that very private information. ARMT is currently supporting a lawsuit against Lentz and the SEC on behalf of our Class B shareholders for violations of personal privacy, fraud and extortion. In that regard, Lentz was not in a position to file a lawsuit of this magnitude, notably having filed personal bankruptcy three times, thus fraudulent.

Even though Andrew Lentz clearly made materially false statements to a Federal agency (i.e. the SEC) causing serious damages to ARMT, the SEC has not pursued, to our knowledge, a criminal complaint against him via the Department of Justice. In fact, the SEC continues to pursue de-registration of ARMT regardless of merit.

The SEC has not issued its final position on accounting for digital currencies. The proposed SEC position remains in direct conflict with GAAP standards and the AICPA’s proposals. We agree with the AICPA’s position because the SEC’s position opens the door to massive financial statement manipulations.

If these matters remain outstanding and the SEC continues its course of action against ARMT, we have no choice but to do the following or any combination thereof to protect our interests:

●

File a complaint in Federal Court against the SEC and Andrew Lentz for numerous allegations involving damages of more than $1,000,000,000.

●

Immediately tokenize ARMT so that the company is no longer regulated by the SEC because the company will no longer have equity positions.

●

File our complaint against Andrew Lentz for consideration to the US Attorney’s office in Pennsylvania.

We sincerely hope this clarifies our inability to meet our regulatory filing requirements, several of which are directly a consequence of SEC negligence.

Very Truly,

/s/ Phillip M. Hicks.

Phillip M. (“Marty”) Hicks, Co-CEO, CFO

Cc: Resnick & Louis

Ameri Metro, Inc. | 2575 Eastern Blvd, Suite 102, York PA 17402 | Ameri-Metro.com

ITEMS 9, 9A and 9C

SEE NOTE 1

PART III

ITEMS 10, 11, 12, 13 and 14

SEE NOTE 1

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS

3.1		Articles of Incorporation (filed with the Form 10 November 9, 2011)
3.2		Amended by-laws (filed as part of the Form 8-K/A filed January 18, 2013)
3.3		Cert. of Amendment Cert. of Incorporation of Ameri Metro
5.1		Opinion of Counsel on legality of securities being registered*
10.1		Master Indenture Agreement of Alabama Toll Facilities, Inc. (filed with the Form 8-K January 18, 2013)
10.2		Master Indenture Agreement of Hi Speed Rail Facilities, Inc. (filed with the Form 8-K January 18, 2013)
10.3		Master Indenture Agreement of Hi Speed Rail Facilities Provider, Inc. (filed with the Form 8-K January 18, 2013)
10.4		TEMS engagement (filed as part of the Form 8-K/A filed January 18, 2013)
10.5		Alabama Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.6		High Speed Rail Indenture Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.7		Damar Agreement (filed as part of the Form 8-K/A filed January 18, 2013)
10.8		Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019)
10.9		Assignment Agreement For Construction (filed as part of the Form 10-K/A filed November 6, 2019)
10.10		Payment Agreement to Penndel Land Co (filed as part of the Form 10-K/A filed November 6, 2019)
10.11		Ameri Metro Inc. / HSR Tech Inc. Licensing of Intellectual Property Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.12		HSR Tech LOI Tech Use Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.13		Opportunity License Agreement Entities (filed as part of the Form 10-K/A filed November 6, 2019)
10.14		Master Agreement for Construction Nonprofits (filed as part of the Form 10-K/A filed November 6, 2019)
10.15		Master Agreement for Construction Entities (filed as part of the Form 10-K/A filed November 6, 2019)
10.16		Consulting Agreement HSRFP Inc. (filed as part of the Form 10-K/A filed November 6, 2019)
10.17		Consulting Agreement HSRF Inc. (filed as part of the Form 10-K/A filed November 6, 2019)
10.18		Company Founder Emp. Agreement(filed as part of the Form 10-K/A filed November 6, 2019)
10.19		Directorship Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.20		Letter of Intent for Port Trajan property (filed with the Registration Statement on Form S-1 filed June 13, 2013)
10.21		Port De Ostia Inc. Agreement GTI (filed as part of the Form 10-K/A filed November 6, 2019)
10.22		C-Bar Marshall Rebar Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.23		Ameri Metro & Jewell LOI (filed as part of the Form 10-K/A filed November 6, 2019)
10.24		Master Consulting Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.25		Master Trustee Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.26		2015 Executive Incentive Compensation Program (filed as part of the Form 10-K/A filed November 6, 2019)
10.27		Establishing the Compensation Committee (filed as part of the Form 10-K/A filed November 6, 2019)
10.28		Amendment to Payment Agreement Penndel Land Co. (filed as part of the Form 10-K/A filed November 6, 2019)
10.29		Amendment to HSR Technologies Inc. Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.30		Amendment to Damar TruckDeck LLC Payment Agreement (filed as part of the Form 10-K/A filed November 6, 2019)
10.31		TEMS consent form letter (filed as part of the Form 10-K/A filed November 6, 2019)
23.1		Consent of Counsel (included in Exhibit 5.1)*
31.1		CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002*
31.2		CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002*
32.1		CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
32.2		CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

99.1		ProAdvisor Valuation report, dated November 1, 2016 (filed as Exhibit 99.1 to the registration statement on Form S-1, filed on November 23, 2016, and incorporated herein by reference)
99.2		ProAdvisor consent letter (filed as Exhibit 99.2 to the registration statement on Form S-1, filed on November 23, 2016)
99.3		June 12, 2012 Agreement and Plan of Reorganization (filed as part of the Form 8-K/A filed January 18, 2013)
99.4		Alabama Legislative Act 506 (filed as part of the Form 8-K/A filed January 18, 2013)
99.5		Form of subscription agreement for sale of the shares (filed with the Registration Statement on Form S-1 filed June 13, 2013)
99.6		Intended use of Master Trust Indentures (filed as part of the Form 10-K/A filed November 6, 2019)
99.7		Florida Alabama TPO Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.8		Alabama Toll Road Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.9		Appalachian Region Commission Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.10		Atlantic Energy & Utilities Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.11		High Speed Rail Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.12		Port Freeport & Brazoria Fort Bend Rail District Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.13		High Speed Rail & Ancillary Projects Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.14		Port of Ostia Inc. @ KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.15		Portus De Jewel Mexico Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.16		KSJM International Airport Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.17		HSR Freight Line Inc. / Phila. Port Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.18		HSR Freight Line Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.19		HSR Passenger Services Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.20		HSR Technologies Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.21		Malibu Homes Inc. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.22		Platinum Media Inc. Bond Indenture (filed as part of the Form 10-Q filed December 30, 2019)
99.23		Port De Claudius Inc. & Port Trajan of Pa. Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.24		Panama Canal – Alabama Port Partnership (filed as part of the Form 10-K/A filed November 6, 2019)
99.25		Lord Chauffeurs Inc. – Business Jet Center @ KSJM Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.26		HSR Freight Line Inc. & HSR Passenger Services Coast to Coast Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.27		New York – Washington Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.28		Ann Charles International Cargo Airport Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.29		Texas International Trade Corridor Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.30		Virginia Crescent Line Rail Bond Indenture (filed as part of the Form 10-K/A filed November 6, 2019)
99.31		Shah Mathias transferred 102,600,000 Class B shares from his personal holdings, equally, to 20 related entities that Ameri Metro Inc. holds a 25% interest in 19 of the related entities and a 10% interest in one of the related entities. (filed with the Form 8-K September 17,2020)
99.32		2015 Equity Incentive Plan, the plan was funded with class B shares. According to the plan schedule. (filed with the form 8-K September 17, 2020)
99.33		NorAsia Consulting & Advisory Valuation Report (filed with the form 8-K September 4, 2020)
99.34		Lord Chauffeurs, LTD Amendment to Opportunity License Agreement (filed with the form 8-K September 4, 2020)
99.35		Slater & West, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)

99.36		Port of Ostia, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.37		Port de Claudius, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.38		Platinum Media, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.39		Penn Insurance Services LLC. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.40		Natural Resources LLC. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.41		Malibu Homes, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.42		KSJM International Airport, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.43		HSR Technologies, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.44		HSR Passenger Services, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.45		HSR Logistics, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.46		HSR Freight Line, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.47		Eastern Development & Design, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.48		Cape Horn Abstracting Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.49		Atlantic Energy & Utility Products, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.50		Ann Charles International Airport, Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.51		Ameri Cement Inc. Amendment to Opportunity License Agreement (filed with the form 8-K August 14, 2020)
99.52		Portus de Jewel Seaport & Inland Port project Amendment to Opportunity License Agreement (filed with the form 8-K August 12, 2020)
99.53		Susquehanna Mortgage Bankers Corp. 25% non-controlling interest in SMBC (filed with the form 8-K August 12, 2020)
99.54		HSR Technologies, Inc has acquired intellectual property from NP&G Innovations, Inc. (filed with the form 8-K July 30, 2020)
99.55		Platinum Media Inc. joint venture agreement with Resurrection Media PlatJV, LLC. (filed with the form 8-K July 30, 2020)
99.56		Platinum Media Inc. joint venture agreement with Best of Times Productions. (filed with the form 8-K July 30, 2020)
99.57		HSR Technologies, Inc. acquired DAMAR TruckDeck bed liner intellectual property. (filed with the form 8-K July 30, 2020)
99.58		HSR Technologies Inc. combat COVID 19 exclusive right to use FDA Approved ozone equipment. (filed with the form 8-K July 22, 2020)
99.59		HSR Logistics Inc. has acquired an easement. (filed with the form 8-K July 22, 2020)
99.60		Ann Charles International Airport Inc. acquired Air Cyprus Aviation Limited, (filed with the form 8-K July 20, 2020)
99.61		Norasia Valuation Report dated July 31, 2020*
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

To be filed

SIGNATURES

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

Date: April 17, 2024	By:	/s/ Shah Matthias
		Shah Matthias
		Founder, Chairman, and Chief Executive Officer

Date: April 17, 2024	By:	/s/ Phillip M Hicks
		Phillip M Hicks
		Co-CEO and CFO

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	OFFICE	DATE

/s/ Debra Mathias
Debra Mathias	Director	April 17, 2024

/s/ James Becker
James Becker	Director	April 17, 2024

/s/ Shahjahan C. Mathias
Shahjahan C. Mathias	Director	April 17, 2024

/s/ Donald E. (“Nick”) Williams, Jr.
Donald E. (“Nick”) Williams, Jr.	Director	April 17, 2024

/s/ Suhail Matthias
Suhail Matthias	Director	April 17, 2024

/s/ Bryan Elicker
Bryan Elicker	Director	April 17, 2024

/s/ Robert Choiniere
Robert Choiniere	Director	April 17, 2024

/s/ Keith A. Doyle
Keith A. Doyle	Director	April 17, 2024

/s/ James Kingsborough
James Kingsborough	Director	April 17, 2024

/s/ John Thompson
John Thompson	Director	April 17, 2024

Ameri Metro, Inc. (formerly Yellowwood) 10-K