UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 12, 2024

April 23, 2024

AMERI METRO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-54546		45-1877342
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2575 Eastern Blvd., Suite 102, York, PA 17402

(Address of principal executive offices)

717-434-0668

(Registrant’s telephone number, including area code)

N/A

(Former Name or former address if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered under Section 12(b) of the Exchange Act: None

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

Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered ~~Common~~N/A ~~Stock~~N/A ~~ARMT~~ N/A

Item 8 5.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On April~~Effective 19immediately, ~~the~~Philip ~~Board~~M. of(“Marty”) Hicks ~~Directors~~has ~~unanimously~~been ~~passed~~removed afrom ~~resolution~~all positions in Ameri Metro, Inc. due to ~~conditionally~~unprofessional ~~proceed~~and ~~with~~unethical behavior concerning Ameri Metro, Inc., related ~~filing~~entities, aand ~~lawsuit~~their ~~against the~~operations. ~~Securities~~Mr. ~~and~~Hicks ~~Exchange~~is ~~Commission~~stripped ~~and~~of ~~against~~all ~~Andrew~~authority ~~Lentz~~associated with Ameri Metro, Inc. and all related entities.

1.Company Aleadership ~~bogus~~concludes ~~lawsuit~~that ~~was filed by Andrew Lentz for more than $389,000,000.~~ Mr. ~~Lentz~~Hicks ~~was~~has aacted unethically ~~former~~and ~~consultant~~illegally toin aat ~~related~~least ~~entity~~the offollowing Ameri Metro, Inc. (ARMT). Mr. Lentz was fully aware that this bogus lawsuit would cause significant damage to ARMT including, but not limited to, not being able to meet its financial reporting requirements. To date, his strategy has worked.areas:

21. ~~Andrew~~Excessive ~~Lentz~~use 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~~his ~~Class~~position ~~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.~~gain;

32. ~~Even~~Acting ~~though~~on ~~Andrew~~his ~~Lentz~~self-dealing ~~clearly~~agenda ~~made~~by ~~materially~~demanding ~~false~~excessive ~~statements~~funding toand/or a Federal agency (i.e. the SEC) causing serious damage to ARMT, the SEC has not pursued, to our knowledge, a criminal complaint against him via the Department of Justice. In fact, in an abuse of discretion, the SEC continues to pursue de-registration of ARMT regardless of merit.benefits;

43. ~~Also,~~Making ~~the~~false ~~SEC~~commitments/promises ~~has not issued its final position~~ on ~~accounting~~behalf ~~for~~of ~~digital~~unknown ~~currencies.~~investors ~~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.institutions;

~~Abuse of~~4. ~~Discretion~~Creating collateral damage for the companies;

~~“An abuse~~5. Misrepresentation of ~~discretion~~corporate is/ aSEC ~~plain~~filing ~~error,~~information ~~discretion exercised~~ to anthird ~~end~~parties ~~not justified by the evidence, a judgment that is clearly against the logic~~ and ~~effect~~disclosing of the ~~facts~~business asinformation ~~are~~without ~~found.” Rabkin~~company vconsent. ~~Oregon Health Sciences Univ., 350 F.3d 967, 977 (9th Cir. 2003) (citation and internal quotation marks omitted); see also In re Korean Air Lines Co., Ltd., 642 F.3d 685, 698 n.11 (9th Cir. 2011).~~

16. Attempting to inflict reputational damage on company officers and employees through misuse and misrepresentation of privileged information by email.

~~SIGNATURES~~Mr. Frank E. Worrell, CPA, CFF has been named interim Chief Financial Officer for Ameri Metro, Inc.

~~Pursuant~~Mr. toWorrell is the ~~requirements~~Chief ofFinancial ~~the~~Officer ~~Securities~~for ~~Exchange~~Global ~~Act~~Infrastructure ofFinance ~~1934~~& Development Authority, Inc. (“GIFDA”). Prior to joining GIFDA, Mr. Worrell was one the ~~registrant~~founding ~~has~~partners ~~duly~~of ~~caused~~Quick ~~this~~Group, ~~report~~LLC, a forensic accounting firm. In addition to beproviding forensic ~~signed~~accounting onservices, ~~its~~he ~~behalf~~has byprovided consulting services for financial institutions in California and Colorado drafting policies ~~the~~and ~~undersigned~~procedures ~~hereunto~~for ~~duly~~compliance ~~authorized~~with AML/BSA rules for high-risk banking accounts.

~~April~~Prior to starting his firm, Mr. Worrell enjoyed 23a 22-year career as a Special Agent in the Federal Bureau of Investigation (“FBI”) focused on corporate and financial institution fraud. After leaving the FBI, ~~2024~~he joined the US Department of the Treasury – Office of the Special Inspector General for the Troubled Asset Relief Program overseeing the Public Private Investment Program (‘PPIP”), a $26 billion mortgage-backed securities fund managed by nine of the largest asset management companies in the world, as well as the Term Asset-Backed Securities Loan Facility (“TALF”).

~~Ameri~~Mr. ~~Metro~~Worrell is a Certified Public Accountant (“CPA”) licensed in South Carolina, ~~Inc.~~Certified ~~/s/~~in ~~Shah~~Financial ~~Mathias~~Forensics ~~By:~~(“CFF”), ~~Shah~~and ~~Mathias~~a ~~Title:~~member ~~Chief~~of ~~Executive~~the ~~Officer~~American Institute of Certified Public Accountants (“AICPA”).

29.01 Financial Statements and Exhibits.

None.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 12, 2024

Ameri Metro, Inc.

/s/ Shah Mathias
By:	Shah Mathias
Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Document Description

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