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AMERICAN HOUSING REIT INC. FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

July 24, 2014

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 Inc. (the "Company") for acquisitions of single family homes and working capital purposes.

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 ($2,811,514.625) 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 per 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 ($2,811,514.625) 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 demand.

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., in 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 per share.

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, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Articles Supplementary, effective July 18, 2014 (filed pursuant to Item 5.03)



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Source: Edgar Glimpses


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