Close

Form 8-K American Housing Income For: Oct 06

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY
6. BA
7. HCP
8. SNAP
9. TMUS
10. MSFT


October 8, 2015 10:43 AM EDT 











UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




FORM 8-K



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934
  


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 6, 2015  







  AMERICAN HOUSING INCOME TRUST, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)










Maryland











333-150548











75-3265854









(STATE OR OTHER JURISDICTION OF


INCORPORATION OR ORGANIZATION)











(COMMISSION FILE NO.)











(IRS EMPLOYEE IDENTIFICATION NO.)












34225 N. 27th Drive Building 5, Phoenix, Arizona 85085

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



(623) 551-5808

(ISSUER TELEPHONE NUMBER)



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))








Page 1










SECTION 8 - OTHER EVENTS



Item 8.01 Other Events.



On May 8, 2015, and the subsequently through amendment on May 15, 2015, the Board of Directors authorized the issuance of 2,000 shares of common stock to American Realty Partners, LLC, an Arizona limited liability company ("American Realty"), and related party to American Housing Income Trust, Inc. (the "Company") as a result of American Realty exercising its conversion rights associated with the Series I Preferred Stock of the Company post-split. Shortly thereafter, the Company's transfer agent issued 20 shares to American Realty, which was the correct issuance.  The prior resolution contained a clerical error in the amount of shares to be issued to American Realty as a result of the conversion.  On October 6, 2015, the Board of Directors unanimously approved the amendment of its prior resolutions to correct this error.



SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits











Exhibit No.





Document









10.1





Second Amended Resolution of the Board of Directors (dated October 6, 2015)













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.




American Housing Income Trust, Inc.



By:  /s/ Sean Zarinegar			


Name:  Sean Zarinegar


Title: Chief Executive Officer and President



Dated: October 8, 2015






Page 2

























SECOND AMENDED RESOLUTION OF THE BOARD OF DIRECTORS



          Pursuant to Section II of the Bylaws (the "Bylaws") of American Housing Income Trust, Inc., a Maryland corporation (the "Corporation") and pursuant to the directives set forth in the Written Consent of Shareholders dated May 8, 2015, the Board of Directors of the Corporation unanimously adopt the following resolutions pursuant to Section III of the Bylaws.  These resolutions are intended to amend and supplement the resolutions dated May 8, 2015 (the "Original Resolutions") and the amendment to the Original Resolutions dated May 15, 2015 (the "First Amended Resolutions"). To the extent these amended resolutions do not amend or supplement a provision of the First Amended Resolutions, the First Amended Resolutions shall not be modified.  The underlined portions of these amended resolutions set forth the amendment or supplement to the First Amended Resolutions.



          RESOLVED, the Board of Directors accepts, ratifies and approves ARP's conversion of its Series A Preferred Stock to 20 shares of common stock in the Corporation (post-split).



        RESOLVED, that Sean Zarinegar shall prepare, to the extent necessary, a transfer instruction letter to Issuer Direct, upon notification of the approval of the reverse stock split by FINRA approving the issuance of (a) 1,000,000 shares of the Company's common stock to Sean Zarinegar, or his designee, under the Zarinegar Agreement, (b) 1,000,000 shares of the Company's common stock to PRM, or its designee, under the Operations Agreement, (c) 25,000 shares of the Company's common stock to Kenneth Hedrick, or his designee, under the Hedrick Agreement, (d) 20 shares of the Company's common stock to ARP in consideration of the conversion, and (e) the pro rata shares to the "ARP Members," as defined under the Stock Exchange and Restructuring Agreement.



          RESOLVED, that these resolutions may be executed in counterpart with facsimile or electronic signatures constituting originals for all intents and purposes.



These resolutions are executed as of October 6, 2015.



APPROVED:



/s/ Sean Zarinegar____________

By: Sean Zarinegar

Its: Chairman of the Board 



/s/ Kenneth Hedrick___________

By: Kenneth Hedrick

Its: Director



/s/ Jeff Howard______________

By: Jeff Howard

Its: Director




Page 1
















Serious News for Serious Traders!  Try StreetInsider.com Premium Free!






			
You May Also Be Interested In

		
		

	



	









	




	

	

	

	

	
	Related Categories
	

	SEC Filings