UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported):
 
February 7, 2020
 
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))  
 
EXPLANATORY NOTE
 
On February 10, 2020, Ameri Metro, Inc., a Delaware corporation filed a Current Report on Form 8-K (the “Initial Form 8-K”), reporting under Item 3.01. The Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing should have been filed under Item 3.02 Unregistered Sales of Equity Securities.

1

 
Item 3.02 Unregistered Sales of Equity Securities.
 
The Plan has 204,918,277 Class B shares of common stock in the name of Ameri Metro, Inc. 2015 Equity Incentive Plan.
 
The Plan has 204,918,277 Class B shares of common stock in the name of Ameri Metro, Inc. 2015 Equity Incentive Plan. The shares are being administered by HSRF Statutory Trust on behalf of the Company. Upon exercise of stock options granted pursuant to the 2015 Equity Incentive Plan, HSRF Statutory Trust will issue the relevant employee, director or consultant shares from trust directly in accordance in good duty to act and the best interest of the plans intent, the related party Slater and West Inc. along with the Ameri Metro Inc. Compensation Committee will act as oversight board of the entity. The Company has no jurisdiction or authority over the entity.

WHEREAS, all of the actions taken are within the authority of the Board of Directors and in accordance with their duty to act in the best interests of the Company after due deliberation and investigation of issues involved; and
 
WHEREAS, prior to the voting on the Resolution, full and fair explanations of each one was provided to the Directors with the opportunity for them to ask questions, examine documents and otherwise satisfy themselves as to any actions to be taken.

2

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. 
 
February 21, 2020
 	 	 	
 	Ameri Metro, Inc.

/s/ Robert Choiniere
——————————————
By: Robert Choiniere
Title: Chief Financial Officer	 	

3