U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016

 

OR

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 333-150548

 

AMERICAN HOUSING INCOME TRUST, INC. 
(Exact name of registrant as specified in its 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)

Registrant's telephone number, including area code: (888) 406 2713

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]   No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 9,172,407 shares of common stock issued and outstanding as of September 30, 2016.

- 1 -

 

EXPLANATORY NOTE

Corix Bioscience, Inc., f/k/a American Housing Income Trust, Inc., (the “Company”) files this Amendment to its Quarterly Report on Form 10-Q for the third quarter of the 2016 fiscal year to correct a scriveners error.  In the Company’s original filing, the Company inadvertently checked “Yes” as to whether the Company was a shell.  However, the Company changed its shell status in the second quarter of the 2015 fiscal year and is now operational.  This Amendment corrects that error.  The remainder of the Quarterly Report is unchanged.

 

- 2 -

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION 4
     
Item 1 Financial Statements 4
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 5
Item 3 Quantitative and Qualitative Disclosures About Market Rise 10
Item 4 Controls and Procedures 11
     
PART II    
     
Item 1 Legal Proceedings 12
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Mine Safety Disclosures 12
Item 5 Other Information 12
Item 6 Exhibits 13
  Signatures 13

 

 

- 3 -

 

American Housing Income Trust, Inc.

September 30, 2016

 

Financials Index

 

Consolidated Balance Sheets (unaudited)

 

F-1

Consolidated Statements of Operations (unaudited)

 

F-2

Consolidated Statements of Cash Flows (unaudited)

 

F-3

Notes to the Consolidated Financial Statements (unaudited)

 

F-4

 

 

- 4 -

 

American Housing Income Trust, Inc.

Consolidated Balance Sheets

(unaudited)

 

 

 

September 30,

2016

December 31,

2015

     
     
ASSETS    
     
Investment in real estate:    
Land $      6,840,848 $   5,539,877
Building and improvements 5,173,719 3,680,502
  12,014,567 9,220,379
Less: accumulated depreciation (327,728) (223,450)
Investment in real estate, net   11,686,839 8,996,929
Cash 90,646 199,570
Accounts receivable 6,188 –
Other assets 263,891 221,033
Equipment, net 4,734 –
     
Total Assets $   12,052,298 $   9,417,532
     
     
LIABILITIES AND SHAREHOLDERS’ EQUITY    
     
LIABILITIES    
     
Accounts payable and accrued liabilities $       240,537 $        88,210
Due to related parties 436,372 14,895
Note payable - related party 75,809 -
Prepaid rent received 23,838 39,598
Notes payable 5,236,792 4,271,665
     
Total Liabilities 6,013,348 4,414,368
     
Commitments (Note 10)    
     
SHAREHOLDERS’ EQUITY    
     

Preferred Stock, 9,980,000 shares authorized, $0.001 par value; no

shares issued and outstanding (December 31, 2015 – no shares)

– –

Preferred Stock – Series A, 20,000 shares authorized, $0.001 par value; no

shares issued and outstanding (December 31, 2015 – no shares)

– –

Common stock, 500,000,000 shares authorized, par value $0.01; 9,191,907

shares outstanding (December 31, 2015 – 7,566,815 shares)

91,919 75,668
Additional paid-in capital 16,570,371 12,390,239
Accumulated deficit (12,285,258) (7,994,647)
     
Total American Housing Income Trust, Inc.’s Shareholders’ Equity 4,377,032 4,471,260
Non-controlling interest 1,661,918 531,904
     
Total Shareholders’ Equity 6,038,950 5,003,164
     
Total Liabilities and Shareholders’ Equity $    12,052,298 $   9,417,532 
     

 

(The accompanying notes are an integral part of these

unaudited consolidated financial statements)

 

 

F- 1 -

 

American Housing Income Trust, Inc.

Consolidated Statements of Operations

(unaudited)

 

         
  For the For the For the For the
  Three Months Ended Three Months Ended

Nine Months

Ended

Nine Months Ended
  September 30, September 30, September 30, September 30,
  2016 2015 2016 2015
         
         
Revenue        
Rental revenues $      175,695 $      124,247 $        503,077 $      312,691
Interest income – 2,400 – 7,202
Other income – 6,797 133 7,297
         
Total revenue 175,695 133,444 503,210 327,190
         
Expenses        
Depreciation 44,247 28,189 109,642 68,469
General and administrative 1,588,536 1,143,678 4,402,634 2,097,037
Interest expense 91,038 85,666 286,526 199,630
Acquisition expense – – – 325,000
         
Total expenses (1,723,821) (1,257,533) (4,798,802) (2,690,136)
         
Net loss before gain on sale of properties (1,548,126) (1,124,089) (4,295,592) (2,362,946)
         
Gain on sale of properties – – 4,981 71,293
         
Net loss (1,548,126) (1,124,089) (4,290,611) (2,291,653)
         
Net loss attributable to non-controlling interest – – – –
         
Net loss attributable to common stockholders $   (1,548,126) $   (1,124,089) $   (4,290,611)   $  (2,291,653)
         
Basic and diluted loss per share:        
Net loss per share attributable to common stockholders $           (0.18) $          (0.17) $          (0.52) $         (0.45)
         
Weighted average shares outstanding – basic and diluted 8,844,605 6,488,000 8,206,447 5,131,000
         

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F- 2 -

 

American Housing Income Trust, Inc.

C onsolidated Statements of Cash Flows

(unaudited)

 

     

For the

Nine Months Ended

September 30,

2016

For the

Nine Months Ended

September 30,

2015

         
Cash Flows from Operating Activities        
         
Net loss     $ (4,290,611) $  (2,291,653)
         
Items not affecting cash:        
Depreciation     109,642 68,469
Stock-based compensation     2,601,058 477,000
Gain on sale of assets     (4,981) (71,293)
Gain on forgiveness of accounts payable     (8,088) -
         
Changes in operating assets and liabilities:        
Accounts receivable     (6,188) –
Prepaid expenses     (41,569) (69,492)
Accounts payable     77,791 23,152
Accrued liabilities     82,624 21,135
Prepaid rent     (15,760) 25,023
Due to related parties     (4,297) (151,852)
         
Net Cash Used In Operating Activities     (1,500,379) (1,969,511)
         
Cash Flows from Investing Activities        
         
Purchase of real estate properties and improvements     (22,908) (1,033,106)
Proceeds from sale of real estate properties     211,200 111,000
Purchase of equipment     (5,116) –
         
Net Cash Provided lby (Used in) Investing Activities     183,176 (922,106)
         
Cash Flows from Financing Activities        
         
Proceeds from the sale of common stock     509,600 2,926,505
Advances from related parties net     425,774 -
Proceeds from notes payable     325,232 120,000
Repayment of notes payable     (52,327) (34,575)
         
Net Cash Provided by Financing Activities     1,208,279 3,011,930
         
Change in Cash     (108,924) 120,313
         
Cash – Beginning of Period     199,570 304,371
         
Cash – End of Period     $        90,646 $      424,684
         
Supplemental disclosures of cash flow information:        
Interest paid     $      216,815 $      199,630
Income taxes paid     $                 – $                 –
         
Non-cash investing and financing activities:        
Stock issued for acquisition of real properties     $   1,085,726 $      300,000
Notes payable issued with acquisition of real properties           $      691,155 $   2,445,648
Related party notes payable issued acquisition of real property      $        76,876 $                – 
Notes payable settled from sale of real properties     $                 – $      350,000
Issuance of limited partnership units in exchange for real estate properties     $   1,130,014 $      531,904
Reverse merger adjustment     $                 – $      172,183

 

F- 3 -

 

American Housing Income Trust, Inc.

Notes to the Condensed Consolidated Financial Statements

September 30, 2016

1.       Nature of Operations

American Housing Income Trust, Inc. (“we”, “our”, the “Company”) was incorporated on December 17, 2007 under the laws of the State of Nevada. On February 13, 2015, following the acquisition of the majority and controlling shares of the Company by American Realty Partners, LLC (“ARP”), a change of control of the Company took place. On May 11, 2015, the Company converted into a Maryland corporation and changed its name to American Housing Income Trust, Inc.

On August 3, 2015, the Company, and Valfre Holdings, LLC, an Arizona limited liability company, and James A. Valfre and Pamela J. Valfre, f/k/a Pruitt (collectively, "Valfre") closed on the Company's acquisition of nine single family residences in Arizona through an umbrella limited liability partnership organized in Maryland called "AHIT Valfre, LLP" (“AHIT Valfre”). Pursuant to the AHIT Valfre Agreements, in consideration for the conveyance of the nine single family residences, which were acquired by AHIT Valfre “subject to” existing mortgages, AHIT Valfre issued limited partnership interests to Valfre. On April 8, 2016, AHIT Valfre completed its internal restructuring and the partners in AHIT Valfre restructured their respective interests in the partnership resulting in AHIT Valfre GP, LLC (“AHIT Valfre GP”) and AHIT Valfre Limiteds, LLC (“AHIT Valfre Limiteds”) serving as General Partner and Limited Partner respectively, of AHIT Valfre.

On August 2, 2016, the Company, and Northern New Mexico Properties, LLC, a New Mexico limited liability company closed on the Company’s acquisition of six single family residences, four apartments and sixteen mobile homes spaces located in New Mexico through an umbrella limited liability partnership organized in Maryland called “AHIT Northern NM Properties, LLP” (“AHIT NNMP). Pursuant to the AHIT NNMP Agreements, in consideration for the conveyance of the six single family residences, four apartments and sixteen mobile homes spaces, which were acquired by AHIT NNMP “subject to” existing mortgages, AHIT NNMP issued limited partnership interests to Northern New Mexico Properties, LLC.

The Company is in the business of acquiring and operating residential properties. As of the date of this filing, the Company holds title to 54 residential properties and 1 commercial property.

2.       Summary of Significant Accounting Policies

a)   Basis of Presentation and Principles of Consolidation

These unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US”) and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes for the years ended December 31, 2015 and 2014 contained in the Company’s Form 10-K filed on March 30, 2016.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown have been reflected herein.  The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the years ended December 31, 2015 and 2014 as reported in the Company's Form 10-K have been omitted.

F- 4 -

 

These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries ARP, and its subsidiary special purpose entities, ARP Pledgor, LLC, ARP Borrower, LLC, ARP Pledgor II, LLC, APR Borrower II, LLC, AHIT Valfre, LLP, AHIT Valfre GP, LLC and AHIT NNMP, LLP. All significant intercompany transaction and balances have been eliminated.

b)    Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, and income taxes. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)    Fair Value of Financial Instruments

 

The carrying amounts reported in the consolidated balance sheets for accounts payable and accrued liabilities, amounts due to/from related parties and notes payable are reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if, applicable, the stated rate of interest is equivalent to rates currently available.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

 

L evel 1    Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.

Level 2    Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).

Level 3    Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The Company does not have any financial instruments that are required to be measured and recorded at fair value on a recurring basis.

F- 5 -

 

d)   Non-controlling Interest

Limited partnership units in AHIT Valfre and AHIT NNMP that are not owned by the Company are presented as non-controlling interest in the equity section of our consolidated balance sheets.

Our limited partners do not have the right to share in the net income or losses of AHIT Valfre and AHIT NNMP but have the right to convert all or part of their partnership units to common shares of the Company on a one-for-one basis following the one-year anniversary of issuance. At the time of redemption, we have the right to determine whether to redeem the non-controlling limited partnership units of AHIT Valfre and AHIT NNMP for cash, based upon the fair value of an equivalent number of shares of our common stock at the time of redemption. As of September 30, 2016, there were 300,026 limited partnership units outstanding in AHIT Valfre and 500,614 limited partnership units outstanding in AHIT NNMP.

e)       Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The effective date will be the first quarter of fiscal year 2019 with early adoption permitted. Management continues to assess the overall impact the adoption of ASU 2016-02 will have on the Company’s financial statements

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation, Improvements to Employee Share-Based Payment Accounting (Topic 718). This update is intended to provide simplification of the accounting for share based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The effective date will be the first quarter of fiscal year 2017 with early adoption permitted. Management continues to assess the overall impact the adoption of ASU 2016-09 will have on the Company’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). ASU 2016-15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The effective date will be the first quarter of fiscal year 2018 with early adoption permitted. Management continues to assess the overall impact the adoption of ASU 2016-15 will have on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

F- 6 -

 

3.    Going Concern

These interim consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. During the nine months ended September 30, 2016, the Company incurred a net loss of $ 4,290,611, and a s at September 30, 2016, the Company has accumulated losses of $12,285,258 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management has developed a plan to continue operations. This plan includes obtaining equity financing and reducing expenses. Although the Company has successfully completed financings in the past fiscal years, the Company cannot assure that the plans to address these matters in the future will be successful.

4.       Formation of AHIT-NNMP

On July 13, 2016, the Company entered into the Master UPREIT Formation Agreement set forth in Section 1, above, resulting in the formation of AHIT NNMP, LLP, a Maryland limited liability company. The Company is the General Partner of the limited liability partnership. AHIT NNMP is intended to serve as an umbrella partnership real estate investment trust, commonly referred to as an "UPREIT". On August 2, 2016, AHIT NNMP acquired from the Northern New Mexico Properties, LLC, six single family residences, four apartments and sixteen mobile homes spaces located in New Mexico in exchange for a total consideration of approximately $1,334,000 consisting of 500,614 common units in the UPREIT valued at approximately $1,130,000, which carry with them certain option rights into shares of common stock in the Company and the assumption of certain mortgage notes totaling to approximately $204,000.

5.       Investment in Real Estate

 

 

September 30,

2016

December 31,

2015

     
     
Cost of real estate properties $      12,014,567 $      9,220,379
Accumulated depreciation (327,728) (223,450)
     
Balance at the end of the period $      11,686,839 $      8,996,929

 

On April 11, 2016, the Company purchased two properties and two parcels of land for the purchase price of $1,650,000. Consideration given for the purchase consisted of 722,883 shares of common stock issued worth $1,085,726, assumption of debt of $563,755 and cash paid of $519. Of the $1,650,000 purchase price for the real estate, $1,039,420 was allocated to land and $610,580 was allocated to buildings.

 

On August 2, 2016, the Company acquired six single family residences, four apartments and sixteen mobile homes spaces located in New Mexico for the purchase price of approximately $1,334,000. Consideration given for the purchase consisted of 500,614 common units of AHIT NNMP valued at approximately $1,130,000, and assumption of debt of approximately $204,000. Of the $1,334,000 purchase price for the real estate, $330,783 was allocated to land and $1,003,506 was allocated to buildings.

 

F- 7 -

 

During the nine month period ended September 30, 2016, the Company recorded depreciation expense of $109,260 (2015 - $68,469).

6.       Prepaid Rent Received

 

September 30,

2016

December 31,

2015

     
     
Balance, beginning of period $           39,598 $            7,450
Prepaid rent recognized as revenue during the period (125,996) (7,450)
Prepaid rent received during the period 110,236 39,598
     
Balance, end of period $           23,838 $          39,598

7.       Related party transactions

a)     ARP has been advised and managed by Performance Realty Management, LLC (“PRM”), an Arizona limited liability company (the “Manager”). At the formation of ARP, ARP agreed to pay the Manager of ARP quarterly management fees equal to the greater of: (a) $120,000 on an annual basis, or (b) 1% of the total assets of ARP in consideration for the management services to be rendered to or on behalf of ARP by the Manager. Commencing January 1, 2016, PRM started to serve as the Manager of ARP at no cost. During the nine months ended September 30, 2016, the Company recorded management fees of $nil (2015 - $90,000). As at September 30, 2016, ARP is indebted to the Manager of ARP for $355,103 (December 31, 2015 – ARP is owed $2,455 from the Manager of ARP), which represents advances provided by the Manager of ARP for daily operations. The amount due is unsecured, non-interest bearing and due on demand.

b)     On May 15, 2015, the Company entered into an Advisory Board Consulting and Compensation Agreement with a director of the Company pursuant to which the Company agreed to issue 1,000,000 shares of common stock to the director. In addition, the Company agreed to pay the director an annual fee equal to $120,000 or 1% of the Company’s assets as reported on its year-end balance sheet, whichever is greater. The Company will also issue an aggregate of 3,000,000 shares of common stock of the Company on the first, second and third anniversary. During the nine months ended September 30, 2016, the Company recorded management fees of $18,276 (2015 - $nil). The 1,000,000 shares of AHIT were issued on July 6, 2015. On February 25, 2016, the Company amended the Advisory Board Consulting and Compensation Agreement and the director agreed to serve on the Board of Directors at no cost.  

c)     On February 25, 2016, the Company entered into an employment agreement with the CFO of the Company for a period of three years. The Company agreed to pay the CFO an annual salary equal to $120,000 or 1% of the Company’s assets as reported on its year-end balance sheet, whichever is greater. The Company also granted an aggregate of 3,000,000 shares of common stock of the Company which vests on the first, second and third anniversary. During the nine months ended September 30, 2016, the Company recorded stock-based compensation of $1,791,058 (2015 - $nil) in connection with these shares which is included in general and administrative expense. On August 1, 2016, of the 3,000,000 shares granted, the Company issued 439,401 shares of common stock to the CFO of the Company.

F- 8 -

 

d)     On July 13, 2016, the Company entered into the Master UPREIT Formation Agreement resulting in the formation of AHIT NNMP, LLP, a Maryland limited liability company. Pursuant to the agreement, the Company agreed to retain the designee of the Limited Partner to serve as property manager during the period from the closing of the transaction to the exercise of the conversion option. In consideration for the property management services, the Limited Partner or its designee shall receive a property management fee equal to a mutually agreeable yearly fee based on a good faith analysis of net profits from the operation of the partnership for the year, but under no circumstances in excess of $120,000. As at September 30, 2016, the Company owed management fees of $10,146.

e)     On July 15, 2016, the Company entered into a Consultancy Agreement with the Vice President of the Company for consulting services. The Consultancy Agreement is for a term of one year. In addition to a $30,000 signing bonus, the Company has agreed to issue 25,000 restricted shares as compensation and bi-weekly monetary compensation that is on par with the value of the services provided by the Vice President. On July 20, 2016, the Company issued the 25,000 shares of common stock to the Vice President of the Company.

f)     On July 15, 2016, the Company entered into a Board Director Agreement whereby the Company granted 10,000 restricted shares of common stock as compensation. In addition to the 10,000 shares of common stock, the Company has agreed to pay the Director from time to time monetary and equity compensation for the services.  

g)     On July 21, 2016, the Company entered into a Board Director Agreement whereby the Company granted 10,000 restricted shares of common stock as compensation. In addition to the 10,000 shares of common stock, the Company has agreed to pay the Director from time to time monetary and equity compensation for the services.  

h)     As of September 30, 2016, the Company is indebted to the CFO of the Company, and three companies owned by the CFO of the Company, for a net $64,226 (December 31, 2015 - $3,050), which represents advances of $62,611 made to the Company by the CFO and the three companies owned by the CFO and $1,615 of management fees owed to the CFO. The amount due is unsecured, non-interest bearing and due on demand.

i)      As of September 30, 2016, the Company is owed $1,164 (December 31, 2015 - $nil) from the limited partner of AHIT Valfre, LLP, which represents $1,650 of security deposit and rent the limited partner received on behalf of the Company from a tenant. In addition, the Company owed $136 to the limited partner of AHIT Valfre, LLP for repair expenses paid on behalf of the Company.

j)      As of September 30, 2016, the Company is indebted to the limited partner of AHIT NNMP, LLP for $18,206, which represents $8,060 of expenses the limited partner paid on behalf of the Company and $10,146 of management fees owed to the limited partner.

k)      On August 10, 2016, the Company assumed a note in the principal amount of $76,876 through the acquisition of the AHIT NNMP properties. The note is held by one of the partners of the limited partner of AHIT NNMP. The note bears interest at 4.50% and is due on June 1, 2026. As of September 30, 2016, the principal balance of the loan is $75,809 and is reported as Note payable – related party in the consolidated balance sheets.

l)       On March 18, 2016, the Company sold its interest in one of the Company’s properties to PRM for $211,200 and recognized a gain of $4,981 on sale of asset.

F- 9 -

 

8.       Notes payable

 

 

September 30,

2016

$

December 31,

2015

$

     
Mortgages payable on February 20, 2034, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties purchased with the loan 197,074 203,343
Promissory note payable on November 1, 2019, bearing interest at 5.371% per annum, collateralized by the real estate properties titled to ARP Borrower, LLC and 100% equity ownership in ARP Borrower, LLC. The note is also secured by the Company 1,634,241 1,651,183
Promissory note payable on December 1, 2020, bearing interest at 5.88% per annum, collateralized by the real estate properties titled to ARP Borrower II, LLC and 100% equity ownership in ARP Borrower II, LLC 959,752 968,000
Promissory note payable on November 27, 2016, bearing interest at 16% per annum, collateralized by a deed of trust on the real estate property purchased with the loan 180,000 180,000
Promissory note payable on July 8, 2017, bearing interest at 18% per annum initially and at 12% per annum after four months, collateralized by a deed of trust on the real estate property purchased with the loan 80,000 80,000
Promissory note payable on April 1, 2017, bearing interest at 16% per annum, collateralized by a deed of trust on the real estate properties titled to ARP 300,000 –
Promissory note payable on April 1, 2021, bearing interest at 10% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan 314,831 –
Mortgage payable on April 1, 2053, bearing interest at 2% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan 245,723 –
Promissory note payable on May 1, 2021, bearing interest at 6.07% per annum, collateralized by the real estate properties titled to AHIT Valfre, LLP and ARP Borrower, LLC 1,199,447 –
Mortgage payable on April 1, 2028, bearing interest at 2.985% per annum, collateralized by the real estate property purchased with the loan. 125,724 –
Mortgage payable on April 1, 2018, bearing interest at 5% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 18,861
Mortgage payable on July 1, 2029, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 91,943
Home Equity Line-of-credit, bearing interest at a variable interest rate, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 46,108
Mortgage payable on October 1, 2035, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 140,512
Mortgage payable on June 1, 2043, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 113,036
Mortgage payable on July 1, 2041, bearing interest at 5.25% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 274,905
Home Equity Line-of-credit, bearing interest at 8.25% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 34,484
Mortgage payable on June 1, 2043, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 132,362
Mortgage payable on December 1, 2034, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 111,168
Mortgage payable on January 1, 2022, bearing interest at 4.375% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 16,683
Mortgage payable on September 1, 2033, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 76,336
Home Equity Line-of-credit payable on January 13, 2040, bearing interest at 2.76% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 50,215
Mortgage payable on November 1, 2026, bearing interest at 4.5% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below. – 82,526
     
  5,236,792 4,271,665

Note payable – related party, payable on June 1, 2026, bearing interest at 4.5% per annum, collateralized by a deed of trust on the real estate properties purchased with the loan

75,809 -
  5,312,601 4,271,665

 

F- 10 -

 

On April 18, 2016, AHIT-Valfre closed financing with FirstKey Mortgage, LLC and entered into a balloon note for $1,203,000, bearing interest at 6.07% per annum and due on May 1, 2012. The note is collateralized by the real estate properties titled to AHIT Valfre. The proceeds from the balloon note were used to pay off mortgages previously assumed by AHIT-Valfre on August 3, 2015.

Effective July 8, 2016, the deed of trust and $80,000 promissory note owed by the Company was amended such that the maturity date was extended from July 8, 2016 to July 8, 2017. Commencing July 8, 2016, the promissory note will bear interest at 18% per annum initially and then 12% per annum after four months.

The following table schedules the principal payments on the notes payable, including the related party note, for the next five years and thereafter as of September 30, 2016:

 

Year Amount
2016 $      199,223
2017 458,673
2018 82,610
2019 1,637,538
2020 966,222
thereafter 1,968,335
   
Total $   5,312,601


At September 30, 2016, the weighted-average interest rate on short-term borrowings outstanding was 15.43%. The average amount of short-term borrowings during the nine months ended September 30, 2016 was $186,667. The average interest on short-term borrowings during the nine months ended September 30, 2016 was $18,071.

 

9.      Common Stock

 

a)    On January 1, 2016, the Company cancelled 1,398 shares of common stock due to rounding errors in share issuances from year ended December 31, 2015.

b)    During the nine months ended September 30, 2016, the Company recognized stock-based compensation of $1,791,058 pursuant to the employment agreement as disclosed in Note 7(c). The fair value of $1,791,058 is included in additional paid-in capital as at September 30, 2016. On August 1, 2016, the Company issued 439,401 shares of common stock to the CFO of the Company in relation to the agreement.

c)     On April 11, 2016, the Company issued 722,883 shares of restricted common stock of the Company with a fair value of $1,085,726 in exchange for real estate properties.

d)     On April 4, 2016, the Board of Directors approved a Stock Repurchase Program. The Stock Repurchase Program became effective on April 5, 2016 and will allow the Company to repurchase up to $2,000,000 of its common stock.  The Stock Repurchase Program expires on the earlier of November, 1, 2016 or a determination by the Board of Directors that the original conclusions and determinations by the Board of Directors in support of the Stock Repurchase Program are no longer valid or no longer consistent with the Company’s short-term and long-term objectives. As of September 30, 2016, the Company had not repurchased any shares as part of the Stock Repurchase Program.

F- 11 -

 

e)     On July 15, 2016, the Company recognized stock-based compensation of $30,000 pursuant to the board director agreement as disclosed in Note 7(f). The fair value of $30,000 is included in additional paid-in capital as at September 30, 2016.

f)      On July 20, 2016, the Company issued 25,000 shares of common stock with a fair value of $75,000 pursuant to the consultancy agreement as disclosed in Note 7(e).

g)     On July 20 and July 26, 2016, the Company issued an aggregate of 200,000 shares of common stock with a fair value of $600,000 pursuant to the employment agreements as disclosed in Note 11.

h)     On July 21, 2016, the Company recognized stock-based compensation of $30,000 pursuant to the board director agreement as disclosed in Note 7(g). The fair value of $30,000 is included in additional paid-in capital as at September 30, 2016.

i)      On July 22, 2016, the Company issued 25,000 shares of common stock to an employee of the Company with a fair value of $75,000.

j)     During the nine months ended September 30, 2016, the Company received proceeds of $509,600 pursuant to stock subscription agreements, whereby the Company issued 214,205 shares of common stock of the Company.

10.     Single Family Residence Acquisitions

As of September 30, 2016, the Company owns 54 residential properties and 1 commercial property. The estimated useful life of the buildings and improvements related to these assets is 27 years. The following table sets forth the metropolitan statistical area, metropolitan division, number of homes, aggregate net investment, and average investment for each home acquired.

 

MSA / Metro Division Number of Homes Aggregate Investment Average Investment per Home
Arizona 42 $     8,665,880 $         206,330
California 3 1,650,000 550,000
New Mexico 7 1,333,000 190,429
Texas 3 365,686 121,895
       
Total and Weighted Average 55 $   12,014,566 $         218,447

 

The Company computes depreciation using the straight-line method over the estimated useful lives of 27 years for building cost. The Company makes this determination based on subjective assessments as to the useful lives of the Company’s properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in single family real estate.

 

F- 12 -

 

 

11.    Commitments and Contingencies

 

Consulting Agreement .

 

On July 15, 2016, the Company executed an Engagement Letter (the “Agreement”) with Tobin & Company Securities, LLC, (“Tobin”) whereby Tobin will provide a variety of financial advisory services for consideration of $20,000. Upon the Company’s securing of investment through capital sources introduced to the Company by Tobin, Tobin will receive an additional fee equal to five percent (5%) of the total debt or equity proceeds received by the Company. The term of the Agreement is six months.


Employment Agreements

 

On April 15, 2016, the Company entered into employment agreements with two individuals for a term of one year. The Company agreed to issue an aggregate of 200,000 restricted shares as compensation and weekly monetary compensation that is on par with the value of the services provided by employees. On July 20 and July 26, 2016, the Company issued an aggregate of 200,000 shares to the employees.

 

Lease Agreements

 

The Company rents properties under non-cancellable lease agreements with a term of one year. Future minimum rental revenues under leases existing on our properties at September 30, 2016 through the end of their term, are as follows:

 

  Fiscal Year 2016 $    151,179  
  Fiscal Year 2017 237,783  
  Fiscal Year 2018 28,250  
  Fiscal Year 2019 8,413  
       
  Total $    425,625  

Litigation

 

Other than the litigation identified herein, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company's consolidated financial position, consolidated results of operations, or consolidated cash flows.

a)   The Company, American Realty, and Performance Realty were named defendants in a civil matter pending in San Joaqin County, California brought by a current shareholder – Ronald Trinchitella and Billie Jean Trinchitella TTEE Trinchitella Family Trust DTD 7/15/1999. The plaintiff was a member in American Realty prior to the Share Exchange Agreement with the Company was effectuated. The plaintiff is seeking rescission damages against American Realty, i.e. a return of his investment, on the premise that Performance Realty was required to honor his demand for redemption of his units when, according to American Realty, honoring the redemption was at the sole discretion of Performance Realty. The Company was a defendant by virtue of its relationship with American Realty. On July 27, 2016, the Company was dismissed from the lawsuit due to the Court’s lack of personal jurisdiction over the Company. The remainder of the case has been stayed. The Company, American Realty, and Performance Realty deny all of the allegations alleged by plaintiff.

F- 13 -

 

b)      The Company is a defendant in a civil matter pending in Maricopa county, Arizona brought by a current shareholder – Raymond and Winne Yule. The plaintiff was a member in American Realty prior to the Share Exchange Agreement with the Company was effectuated. The plaintiff alleges that American Realty promised a particular real estate investment strategy and were assured a certain rate of return. The plaintiff alleges that American Realty failed in these matters and seeks an unspecified claim for damages. The Company has denied all allegations and is defending the case.

 

Environmental Matters

 

The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its consolidated balance sheets, consolidated statements of operations, or consolidated cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.

12.    Subsequent Events

a)     Subsequent to September 30, 2016, the Company received proceeds of $56,100 pursuant to stock subscription agreements, whereby the Company sold 56,100 shares of common stock of the Company at $1.00 per share.

 

b)      On November 8, 2016, the Company entered into a loan agreement for $90,000 which bears interest at 12% per annum, matures on Nov 8, 2017 and collateralized by one of ARP’s properties.

 

c)       On November 8, 2016, the Company issued 300,026 shares of common stock upon the exercise of option to convert all the outstanding 300,026 units in the AHIT-Valfre, LLP into the Company’s common stock.

 

d)      On November 8, 2016, the Company issued 3,896 shares of common stock with a fair value of $6,819 to the limited partner of AHIT-Valfre, LLP pursuant to the AHIT-Valfre UPREIT agreement to reimburse for the escrows maintained under the AHIT-Valfre mortgages prior to the assumptions of the mortgages and escrow balance by AHIT-Valfre on August 3, 2015.

 

F- 14 -

 

 

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words "believe", "expect", "anticipate", "optimistic", "intend", "will", and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

General Description of Business

The Company was incorporated on December 17, 2007 under the laws of the State of Nevada. On February 13, 2015, following the acquisition of the majority and controlling shares of the Company by American Realty Partners, LLC ("ARP"), a change of control of the Company took place. On May 11, 2015, the Company converted into a Maryland corporation and changed its name to American Housing Income Trust, Inc.

The Company is currently in the business of acquiring, renovating, rehabilitating and, in turn, renting single family residence. The Company intends on continuing with this business plan, but with the proceeds from the offering set forth in its pending registration statement on Form S-11/A, it intends on growing its portfolio, adding more diversity and independence to its Board of Directors, and securing more favorable terms on its debt service. The Company intends on operating as a REIT in 2016, and if it meets the qualifications of a REIT, the Company intends on complying with the dividend policy announced in its registration statement on Form S-11/A.

The Company currently operates through related-party/affiliate entities in holding title to those single family residences in its portfolio – American Realty, ARP Borrower, ARP Borrower II and AHIT Valfre, LLP, a limited liability partnership commonly referred to as an UPREIT, or operating umbrella partnership. The Company's commitment to raise additional capital, as set forth in the prospectus under its registration statement on Form S-11/A, underscores its intention of aggressively pursuing its short-term and long-term business plan. The Company believes it is still positioned to declare status as a real estate investment trust for tax year 2016. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

- 5 - 

 

Results of Operations for the three and nine months ended September 30, 2016 and 2015

The following table sets forth the summary income statement for the three and nine month period ended September 30, 2016 and 2015:

 

  Three Months Ended   Nine Months Ended
 

 

 

September 30, 2016

 

September 30, 2015

  September 30, 2016   September 30, 2015
Revenue $ 175,695   $ 133,444     $ 503,210     $ 327,190    
Operating Expense $ 1,723,821   $ 1,257,533     $ 4,798,802     $ 2,690,136    
Other Income $ –   $ –     $ 4,981     $ 71,293    
Net Loss $ (1,548,126 ) $ (1,124,089 )   $ (4,290,611 )   $ (2,291,653 )  

For the three months ended September 30, 2016 and 2015, we reported a net loss of $1,548,126 and $1,124,089, respectively. The change in net loss between the three months ended September 30, 2016 and 2015 was primarily attributable to the increase of $466,288 in operating expense offset by the increase of $42,251 in revenue. During the three months ended September 30, 2016, depreciation increased by $16,058, general and administrative expense increased by $444,858, interest expense increased by $5,372. The increase in operating expense is a result of increased professional and consulting fees incurred in relation to our reporting requirements as a public company and preparing the registration statement, stock-based compensation of $960,000 recognized during the three months ended September 30, 2016 in relation to shares issuable to the Company’s management, directors and employees pursuant to two employment agreement and two director agreements. The net increase of $444,858 in general and administrative expense is mainly related to the increase of $416,043 in management and consulting fees, $99,233 in advertising and marketing costs, $8,720 in overhead costs, and offset by a decrease of $9,544 in professional fees, $41,354 in rental property expenses, $7,400 in refinancing costs, a decrease of $12,752 in sales expense and the gain on forgiveness of accounts payable of $8,088. During the three months ended September 30, 2016, the Company recognized stock-based compensation of $960,000 pursuant to two employment agreements and two director agreements. The fair value of $960,000 is included in general and administrative expense.

 

For the nine months ended September 30, 2016 and 2015, we reported a net loss of $4,290,611 and $2,291,653, respectively. The change in net loss between the nine months ended September 30, 2016 and 2015 was primarily attributable to the increase of $2,108,666 in operating expense offset by the increase of $176,020 in revenue. During the nine months ended September 30, 2016, depreciation increased by $41,173, general and administrative expense increased by $2,313,685, interest expense increased by $86,896. The increase in operating expense is a result of increased professional and consulting fees incurred in relation to our reporting requirements as a public company and preparing the registration statement and stock-based compensation of $2,601,058 recognized during the nine months ended September 30, 2016 in relation to shares issuable to the Company’s management and directors pursuant to four employment agreements and two director agreements. The net increase of $2,305,597 in general and administrative expense is mainly related to the increase of $1,437,351 in management and consulting fees, $238,277 in professional fees, $19,188 in overhead costs and $701,155 in advertising and marketing costs and offset by a decrease of $17,403 in refinancing costs, $2,368 in rental property costs, $62,515 in sales expenses and the gain on forgiveness of accounts payable of $8,088. During the nine months ended September 30, 2016, the Company recognized stock-based compensation of $2,601,058 pursuant to four employment agreements and two director agreements. The fair value of $2,601,058 is included in general and administrative expense.

- 6 - 

 

Revenue - Net sales for the three months ended September 30, 2016, were $175,695, compared to $133,444 for the three months ended September 30, 2015. This resulted in an increase of approximately $42,251 or 32% from the comparable period. The increase in revenue is primarily a result of the Company’s acquisition of seven properties in New Mexico, and having more rental properties rented out and generating revenue during the three months ended September 30, 2016 as compared to the same period in 2015.

 

Revenue - Net sales for the nine months ended September 30, 2016, were $503,210, compared to $327,190 for the nine months ended September 30, 2015. This resulted in an increase of approximately $176,020 or 54% from the comparable period. The increase in revenue is primarily a result of the Company’s acquisition of seven properties in New Mexico and having more rental properties rented out and generating revenue during the nine months ended September 30, 2016 as compared to the same period in 2015.

 

Operating Expenses - Operating expenses for the three months ended September 30, 2016, was $1,723,821, as compared to $1,257,533 for the three months ended September 30, 2015. The $466,288 increase is primarily attributable to the increase of $444,858 in general and administrative expense and $16,058 in depreciation expense. The net increase of $444,858 in general and administrative expense is mainly related to the increase of $416,043 in management and consulting fees, $99,233 in advertising and marketing costs, $8,720 in overhead costs, and offset by a decrease of $9,544 in professional fees, $41,354 in rental property expenses, $7,400 in refinancing costs, a decrease of $12,752 in sales expense and the gain on forgiveness of accounts payable of $8,088. During the three months ended September 30, 2016, the Company recognized stock-based compensation of $960,000 pursuant to two employment agreements and two director agreements. The fair value of $960,000 is included in general and administrative expense.

Operating Expenses - Operating expenses for the nine months ended September 30, 2016, was $4,798,802, as compared to $2,690,136 for the nine months ended September 30, 2015. The $2,108,666 increase is primarily attributable to the increase of $2,305,597 in general and administrative expense, $41,173 in depreciation expense and $86,896 in interest expense and offset by a decrease of $325,000 in acquisition expense. The acquisition cost of $325,000 incurred during the nine months ended June 30, 2015 was related to the reverse acquisition that closed on July 6, 2015. The net increase of $2,305,597 in general and administrative expense is mainly related to the increase of $1,437,353 in management and consulting fees, $238,277 in professional fees, $19,188 in overhead costs and $701,155 in advertising and marketing costs and offset by a decrease of $17,403 in refinancing costs, $2,368 in rental property costs $62,515 in sales expenses and the gain on forgiveness of accounts payable of $8,088. During the nine months ended September 30, 2016, the Company recognized stock-based compensation of $2,601,058 pursuant to four employment agreements and two director agreements. The fair value of $2,601,058 is included in general and administrative expense.

 

Liquidity and Capital Resources

 

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations and other general business needs. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. Our near-term liquidity requirements consist primarily of purchasing our target assets, restoring and leasing properties and funding our operations.

- 7 - 

 

Our long-term liquidity needs primarily of funds necessary to pay for the acquisition and maintenance of properties; non-recurring capital expenditures; interest and principal payments on our indebtedness; and general and administrative expenses. We seek to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured indebtedness, the issuance of debt and equity securities, and property dispositions. We have financed our operations and acquisitions to date through the funding by members of our subsidiaries and third party loans, including the debt service identified above in the section titled "Description of Business."

We believe our current available cash along with anticipated revenues may be insufficient to meet our cash needs for the near future if we do not receive additional funding. Our assets are illiquid by their nature. Thus, a timely liquidation of assets might not be a viable source of short-terms liquidity should a cash flow shortfall arise that cause a need for additional liquidity. It could be necessary to source liquidity from other financing alternatives should any such scenario arise. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all. In that event, we would be required to change our growth strategy and seek funding on that basis, if at all.

Cash Flow Information

 

Net cash used for operating activities for the nine months ended September 30, 2016 and 2015 was $1,500,379 and $1,969,511, respectively. The decrease in cash used in operating activities was primarily related to the increase in revenue and from the timing of payments of accounts payable and accrued liabilities and amounts due to related parties.

Net cash provided by investing activities for the nine month ended September 30, 2016 was $183,176 as compared to $922,106 of net cash used in investing activities for the nine months ended September 30, 2015. The change was due to the proceeds from sale of real estate properties of $211,200 during the nine months ended September 30, 2016 as compared to $111,000 in the nine months ended September 30, 2015. In addition, during the nine months ended September 30, 2016, the Company spent $22,908 in improving existing rental properties as compared to $1,033,106 spent during the nine months ended September 30, 2015 on purchase of real estate properties and improvements. The Company also purchased $5,116 of property and equipment during the nine months ended September 30, 2016 as compared to $0 during the nine months ended September 30, 2015.

Net cash provided by financing activities for the nine months ended September 30, 2016 was $1,208,279 as compared to $3,011,930 for the nine months ended September 30, 2015. The change was due to proceeds from sale of common stock of $509,600 during the nine months ended September 30, 2016 as compared to $2,926,505 in the nine months ended September 30, 2015, proceeds from issuance of notes payable of $325,232 in the nine months ended September 30, 2016 as compared to $120,000 in the nine months ended September 30, 2015, and net advances from related parties of $425,774 in the nine months ended September 30, 2016 as compared to $nil in the nine months ended September 30, 2015, offset by the repayment of notes payable of $52,327 in the nine months ended September 30, 2016 as compared to $34,575 in the nine months ended September 30, 2015.

Our estimated working capital requirement for the next 12 months is $1,665,000 with an estimated burn rate of $139,000 per month. As reflected in the accompanying financial statements, we had cash of $90,646 at September 30, 2016.

 

- 8 - 

 

Quantitative and Qualitative Disclosures about Market Risk

We have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities. We do not have any borrowings (however, our wholly-owned subsidiary does service debt related to the properties owned by the subsidiary), and, consequently, we are not affected by changes in market interest rates. We do not currently have any sales or own assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our financial statements and related financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report. We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Investment in Real Estate  - We allocate the purchase price to tangible assets of an acquired property (which includes land and building) based on the estimated fair values of those tangible assets. Fair value for land and building is based on the purchase price for these properties.

- 9 - 

 

Property/SFRs acquired not subject to an existing lease are accounted for as an asset acquisition, with the property recorded at the purchase price, including acquisition costs. We incur costs to prepare our acquired properties to be rented. These costs are capitalized and allocated to building costs. Costs related to the restoration or improvement of our properties that improve and extend their useful lives are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary repairs and maintenance are expensed as incurred.

Depreciation is computed on a straight-line basis over the useful lives of the properties (building and improvements - 27 years).

Revenue Recognition  - Rental income for property leases is recorded when due from residents and is recognized monthly as it is earned. We lease single-family residences that we own and manage directly to tenants who occupy the properties under operating leases, generally, with terms of one year. We perform credit investigations on prospective tenants and obtains security deposits. Sales and the associated gains or losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20, Property, Plant and Equipment - Real Estate Sale. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and accounts for continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

Related Party  - A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with ourselves. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

Properties

We currently lease an office at the address set forth above. We believe that this space will be sufficient for our initial needs, although as funding and revenues become available, and the Company's operations grow, we anticipate finding other office space as needed.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None.

- 10 - 

 

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

As described in Basis of Presentation in the Annual Report for fiscal year 2015, the Company recently determined that a material weakness existed in the Firm's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) as of December 31, 2015. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of that determination, the Company's Chief Executive Officer and Chief Financial Officer have since concluded that the Firm's disclosure controls and procedures were not effective as of September 30, 2016.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2016 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than as set forth above, i.e. the Trinchitella and Yule Cases, there are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

The Company incorporates by reference all prior disclosures for the period identified herein, more specifically, the following:

a) Post-Effective Amendment No. 3 to form S-11/A filed on August 16, 2016, and effective as of August 19, 2016;
b) Form 8-K filed on July 13, 2016, as amended on July 29, 2016, August 5, 2016, August 19, 2016, and October 17, 2016 (Master UPREIT Formation Agreement);

c)     Form 8-K filed on August 18, 2016 (Tobin & Company); and

d)    Form 8-K filed on August 19, 2016 (Stock Exchange Agreement).

The number of shares sold during the quarter under our direct public offering was 214,205.

See also Part II, Item 6.

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Item 6. Exhibits.

      Incorporated by reference
    Filed Period Filing
Exhibit Exhibit Description herewith ending date
31.1

Certification of the Chief Executive Officer pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

  10-Q/8-15-16
32.1

Certification of the Chief Financial Officer pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

  10-Q/8-15-16
33.1

Certification of the Chief Executive Officer pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

  10-Q/8-15-16
34.1

Certification of the Chief Financial Officer pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

  10-Q/8-15-16

 

 

SIGNATURES

 

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/James Stevens
American Housing Income Trust, Inc.
By:           James Stevens
Its:           Chief Executive Officer and President
Date:        November 14, 2016

 

 

 

 

 

 

- 13 - 

 

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