Item 2.03. Creation of Direct Financial Obligations or an Obligation
under an Off-Balance SheetArrangement of a Registrant.
In the quarter ended June 30, 2014
, Heng Fai Enterprises, Ltd., through a wholly
owned subsidiary, provided $5,623,029.25
in funding to American Housing REIT
(the "Company") for acquisitions of single family homes and working capital
In accordance with the Master Funding Agreement by and between the Company and
Heng Fai Enterprises, Ltd. (the "Master Funding Agreement"), half of the funds
) provided by Heng Fai Enterprises, Ltd. during the quarter ended
June 30, 2014
, were treated as a contribution to the Company's capital and
converted into unregistered shares of common stock of the Company at a
Post-Reverse Split (as defined below) conversion price of $12.1575
share. Therefore, on July 18, 2014
at 9:00 a.m.
, pursuant to the Master Funding
Agreement, the Company issued 231,257 shares of its unregistered post-Reverse
Split common stock to the Heng Fai Enterprises, Ltd subsidiary. These shares of
common stock were issued under the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended.
Also on July 18, 2014
at 9:00 a.m.
, in accordance with the Master Funding
Agreement, the Company issued an unsecured promissory note (the "Promissory
Note") to Heng Fai Enterprises, Ltd in the amount of the other half of the funds
) provided to the Company by Heng Fai Enterprises, Ltd. during
the quarter ended June 30, 2014
. The Promissory Note bears interest at a rate of
4.0% per annum effective June 30, 2014
. The Promissory Note is payable on
The Master Funding Agreement was attached the Company's Current Report on Form
8-K dated April 17, 2014
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 2.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The Company filed Articles Supplementary with the State Department of
Assessments and Taxation of Maryland
, effective July 18, 2014
, at 12:01 a.m.
order to (i) effect a reverse stock split of the outstanding shares of common
stock, par value $0.001
per share, of the Company at the ratio of 1-for-150 (the
"Reverse Split") and (ii) upon the completion of the Reverse Split, adjust the
par value of the Company's common stock to $0.01
The foregoing description of the Articles Supplementary does not purport to be
complete and is qualified in its entirety by reference to the complete Articles
Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On July 18, 2014
, at 12:01 p.m.
, the Board of Directors of the Company declared
a quarterly cash dividend in the amount of $0.24315
per share of the Company's
post -Reverse Split common stock, for a total amount of $122,840.11
, payable on
July 31, 2014
to stockholders of record at the close of business on July 31,
Item 9.01. Financial Statements and Exhibits.
3.1 Articles Supplementary, effective July 18, 2014
(filed pursuant to Item 5.03)