Ameri Metro, Inc., Shahnawaz Mathias, Penndel Land Development Co., and HSRF Trust
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26353 / July 21, 2025
Securities and Exchange Commission v. Shahnawaz Mathias aka Shah Mathias, Ameri Metro, Inc., Penndel Land Development Co., and HSRF Trust, No. 1:25-cv-02313 (D.D.C. filed July 18, 2025)
SEC Charges CEO and Purported Infrastructure Company with a Multi-Million Dollar Offering Fraud
On July 18, 2025, the Securities and Exchange Commission charged Shahnawaz “Shah” Mathias and the Pennsylvania-based infrastructure company he founded, Ameri Metro, Inc., with defrauding investors by materially misrepresenting the company’s business operations, acquisitions, and valuation in a number of SEC filings.
According to the SEC’s complaint, from July 2020 until at least April 2024, Mathias offered for sale and sold approximately $2.4 million worth of Ameri Metro shares to more than 150 investors through his wholly owned companies, Penndel Land Development Co. and HSRF Trust. The complaint alleges that while the offering was ongoing Ameri Metro filed two Forms 8-K with the SEC; the first, falsely claiming that one of Ameri Metro’s subsidiaries had acquired an easement for a commercial development in Pennsylvania valued at $260 million; and the second claiming acquisition of another easement and rights to develop property in San Bernardino, California with a purchase price of over $540 million. The complaint further alleges that Ameri Metro filed another Form 8-K falsely stating that it had acquired a Greek real estate holding company with $1 billion in annual revenues, and that in its 2023 Form 10-K, Ameri Metro falsely claimed it had solidified funding of approximately $950 billion from large financial institutions, when, in reality, Ameri Metro had no operations or revenue and had neither acquired the holding company nor secured the purported financing. According to the complaint, Mathias offered and sold the securities to the public without registering the offering with the SEC and without an applicable exemption from registration
The complaint, filed in the United States District Court for the District of Columbia, charges Ameri Metro, Penndel, HSRF and Mathias with violating the antifraud and registration provisions of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The complaint further charges Ameri Metro with violations of the periodic reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder, and Mathias with aiding and abetting those violations.
The SEC’s investigation was conducted by Jennifer Miller, Jack Easton, and Brian Higgins of the SEC’s Philadelphia Regional Office. The litigation will be conducted by trial counsel Judson Mihok, also of the SEC’s Philadelphia Regional Office. Kingdon Kase, Gregory R. Bockin, and Scott A. Thompson supervised this matter.