UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99884 / April 2, 2024

Admin. Proc. File No. 3-21654

In the Matter of

AMERI METRO, INC.

ORDER DISCHARGING ORDER TO SHOW CAUSE AND DIRECTING PREHEARING 

CONFERENCE

On September 12, 2023, the Securities and Exchange Commission issued an order 

instituting proceedings (“OIP”) against Ameri Metro, Inc. (“Respondent”) pursuant to Section 

12(j) of the Securities Exchange Act of 1934.

1

 On October 19, 2023, the Division of 

Enforcement filed a Declaration of Sandhya C. Harris, which established that, pursuant to 

Commission Rule of Practice 141(a)(2)(ii),2 service of the OIP was made on Respondent on 

September 26, 2023. As stated in the OIP, Respondent’s answer was required to be filed within 

ten days of service of the OIP. Respondent failed to file an answer and was ordered to show 

cause by January 25, 2024, why it should not be deemed in default and the registration of its 

securities revoked.3

On February 1, 2024, Respondent filed a response to the order to show cause that we also 

construe as its answer to the OIP. The response identified various reasons for Respondent’s 

failure to remain current on its periodic filing obligations and failure to timely answer the OIP.4

1 Ameri Metro, Inc., Exchange Act Release No. 98364, 2023 WL 5937344 (Sept. 12, 

2023).

2 17 C.F.R. § 201.141(a)(2)(ii).

3 Ameri Metro, Inc., Exchange Act Release No. 99315, 2024 WL 147806 (Jan. 11, 2024).

4 In its response, Respondent also makes three requests: (1) that the Commission 

disqualify a Division of Enforcement attorney from participating in this proceeding because, it 

claims, she is a “witch hunter for small SEC registrants having minor excusable violations and 

has issued countless Orders to Show Cause”; (2) that Respondent’s CFO “be allowed to 

communicate with the SEC” as the Division attorney has not allowed him to do so; and (3) that 

Respondent receive “an additional 120 days from the date the SEC rules on the Order to 

comply,” presumably with its periodic reporting requirements. Respondent did not submit any 
2

Under the circumstances, it is ORDERED that the order to show cause is discharged. It 

is further ORDERED that Respondent and the Division of Enforcement conduct a prehearing 

conference by April 16, 2024.

5

 Following the conference, the parties shall file a statement with 

the Office of the Secretary advising the Commission of any agreements reached at the 

conference. If a prehearing conference is not held, a statement shall be filed with the Secretary 

advising the Commission of that fact and of the efforts made to meet and confer. In either case, 

the statement shall be filed no later than April 30, 2024. If Respondent fails to participate in the 

prehearing conference as directed by this order, it may be deemed to be in default and the 

proceeding may be determined against it, and its securities may be revoked.6

evidence in support of these requests, and we therefore deny them. We also note that it is the 

Commission that issues orders to show cause and not the Division of Enforcement; and we direct 

Respondent to Rule of Practice 102(b) and (d)(2), 17 C.F.R. § 201.102(b) and (d)(2), concerning 

who may represent corporations in Commission proceedings and the requirement to file a notice 

of appearance.

5 Rule of Practice 221, 17 C.F.R. § 201.221; see also Ameri Metro, 2023 WL 5937344, at 

*2 (providing that the parties shall conduct a prehearing conference pursuant to Rule 221 within 

14 days after service of Respondent’s answer). 

6 Rules of Practice 155(a), 221(f), 17 C.F.R. §§ 201.155(a), .221(f); see also Ameri Metro, 

2023 WL 5937344, at *2 (“If Respondent . . . fails to appear at a hearing or conference after 

being duly notified, [it] may be deemed in default and the proceedings may be determined 

against [it] . . . .”). 
3 

The parties’ attention is directed to the e-filing requirements in the Rules of Practice.

7

 

We also remind the parties that any document filed with the Commission must be served upon all 

participants in the proceeding and be accompanied by a certificate of service.8

For the Commission, by the Office of the General Counsel, pursuant to delegated 

authority. 

Vanessa A. Countryman 

Secretary

7

 See Amendments to the Commission’s Rules of Practice, Exchange Act Release No. 

90442, 2020 WL 7013370 (Nov. 17, 2020), 85 Fed. Reg. 86,464 (Dec. 30, 2020), 

https://www.sec.gov/rules/final/2020/34-90442a.pdf; Instructions for Electronic Filing and 

Service of Documents in SEC Administrative Proceedings and Technical Specifications, 

https://www.sec.gov/efapdocs/instructions.pdf. The amendments also impose other obligations 

such as a redaction and omission of sensitive personal information requirement. Amendments to 

the Commission’s Rules of Practice, 85 Fed. Reg. at 86,465–81. 

8

 See Rule of Practice 150, 17 C.F.R. § 201.150 (generally requiring parties to serve each 

other with their filings); Rule of Practice 151(d), 17 C.F.R. § 201.151(d) (“Papers filed with the 

Commission . . . shall be accompanied by a certificate stating the name of the person or persons 

served, the date of service, the method of service, and the mailing address or email address to 

which service was made, if not made in person.”).