CEO Claims $1 BILLION Revenue for Company with ZERO Operations!

SEC v. Shahnawaz Mathias, Ameri Metro, Inc., Penndel Land Development Co., et al. — U.S. Securities and Exchange Commission Litigation Release No. 26353, dated July 21, 2025.

The SEC charged Shahnawaz Mathias and his company Ameri Metro with defrauding investors out of $2.4 million. Mathias allegedly made materially false statements about the company's operations, acquisitions, and funding in SEC filings, including claims of multi-million and billion-dollar deals that never occurred. The company's shares were sold without being registered with the SEC.

In Plain English

Imagine someone is selling shares in their company, like selling lemonade. This person claimed their lemonade stand was huge, with big deals to buy other stands and lots of money coming in. They told investors they had deals worth millions and even billions of dollars, and that big banks were ready to give them tons of money. But in reality, none of these big deals happened, and the company had no real business or money. The person sold these shares without telling the official lemonade stand regulators (the SEC), which is against the rules.

Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.

How the Alleged Scheme Worked

1. Selling Fake Shares From July 2020 to April 2024, Shahnawaz Mathias, through his companies Penndel Land Development Co. and HSRF Trust, offered and sold approximately $2.4 million worth of Ameri Metro, Inc. shares to over 150 investors.
2. Fabricated Pennsylvania Deal Ameri Metro filed a Form 8-K falsely claiming one of its subsidiaries had acquired an easement for a commercial development in Pennsylvania, valued at $260 million.
3. Bogus California Land Grab Another Form 8-K was filed, falsely stating Ameri Metro acquired easements and rights for a large property in San Bernardino, California, including 4,443 single-family lots and commercial land, with a purported purchase price of over $541 million.
4. Phantom Greek Acquisition Ameri Metro filed a Form 8-K falsely claiming it had acquired a Greek real estate holding company that allegedly generated $1 billion in annual revenues and $85 million in profits.
5. Unobtainable Funding Claim In its 2023 Form 10-K, filed in April 2024, Ameri Metro falsely claimed it had secured approximately $950 billion in funding from large financial institutions.
6. Reality Check In reality, Ameri Metro had no operations or revenue, and none of the claimed acquisitions or the massive funding were ever secured. Mathias controlled entities on both sides of these purported transactions.
7. Unregistered Securities Mathias offered and sold these Ameri Metro securities to the public without registering the offering with the SEC and without an applicable exemption from registration.

The Enforcement Action

On July 18, 2025, the SEC charged Shahnawaz Mathias, Ameri Metro, Inc., Penndel Land Development Co., and HSRF Trust with defrauding investors through materially misrepresenting the company’s business operations, acquisitions, and valuation in SEC filings. The SEC alleges that from July 2020 to April 2024, Mathias sold approximately $2.4 million worth of Ameri Metro shares to over 150 investors through his wholly owned companies, Penndel and HSRF Trust. The complaint alleges that Ameri Metro filed false Forms 8-K claiming significant acquisitions and a Form 10-K falsely stating it had secured $950 billion in funding. The complaint charges violations of antifraud and registration provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, and periodic reporting provisions for Ameri Metro. The SEC's Philadelphia Regional Office conducted the investigation.

Named in this action: Shahnawaz Mathias, Ameri Metro, Inc., Penndel Land Development Co., HSRF Trust.

Original SEC litigation release ↗ · Browse all cases