American Housing Income Trust, Inc. (OTCMKTS:AHIT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On November 29, 2016, James Stevens, a member of the Board of
Directors for American Housing Income Trust, Inc. (the Company)
and its Chief Executive Officer and President, submitted his
resignation from these positions in consideration of a mutual
decision between the Company and Mr. Stevens to retain Mr.
Stevens as an employee (non-director and non-officer) of the
Company to the employment agreement attached hereto (the Stevens
Agreement). The Board of Directors accepted Mr. Stevens
resignation on December 20, 2016 with the execution of the
Stevens Agreement. The Board of Directors believes that,
long-term, management of its properties by Mr. Stevens a seasoned
property manager, will be more cost efficient, especially if its
portfolio of properties grows consistent with its forward-looking
statements.
Mr. Stevens employment is at-will. Following a six-month
probationary period, the Stevens Agreement will expire on
December 31, 2017, absent written notice of termination by either
party. Mr. Stevens shall be paid compensation equal to 5% of
gross rental income from the Companys tenants for his services
with the Company controlling whether his services warrant a
higher or lower compensation percentage.
In order to fill the void left by Mr. Stevens, the Board of
Directors voted to appoint Mr. Zarinegar as Chief Executive
Officer and President. In order to keep operations streamlined,
the Board of Directors requested that Mr. Zarinegar serve in this
position until further vote of the Board of Directors, and Mr.
Zarinegar agreed to this position without compensation at this
time.
Sean Zarinegar, Age 45, Chief Executive Officer and
President
Mr. Zarinegar brings more than twenty years of experience in
operations, evaluation, investment and management of real estate
assets and is responsible for new asset origination, evaluation,
analysis and due diligence, as well as overall executive
direction. Mr. Zarinegar brings investment experience to the
company as well as experience having formed successful business
partnerships and has acquired a talented team of experts
necessary to support ongoing and future projects and
opportunities. Mr. Zarinegar has been an active real estate
investor in Arizona, Texas, and Nevada as well as Colorado and
Southern California, and has been tasked by the Company in
leading efforts to convert the Company to a Real Estate
Investment Trust consistent with 26 USC 856.
Mr. Zarinegar is focused on maximizing the tremendous opportunity
in the Phoenix, Arizona real estate market. With the decades of
experience behind him, along with a severely depressed real
estate market, the opportunities are abundant. For the past five
years, Mr. Zarinegar has served as the Managing Partner for Core
Performance Realty, and related parties, Performance Realty and
American Realty. Mr. Zarinegar is subject to a cease and desist
order issued by the Alabama Securities Commission and a consent
cease and desist order issued by the Kansas Securities
Commission. The final consent order issued by the Kansas
Securities Commission dated July 21, 2008 prohibits Mr. Zarinegar
from offering or selling unregistered securities in the State of
Kansas, absent reliance on an exemption, or acting as a
broker-dealer, or agent thereof, in the sale of securities, and
to not violate the Kansas Uniform Securities Act. The Alabama
Securities Commission has represented that a Final Order was
entered on May 5, 2011, but no final order has been produced.
Regardless, according to the FINRA disclosure made under U-6, the
final order does not constitute a final order based on any laws
or regulations that prohibit fraudulent, manipulative or
deceptive conduct. Mr. Zarinegar filed a Statement of Claim for
Expungement with FINRA to Rule 2080 (the Statement of Claim), but
the Statement of Claim was deemed not eligible for arbitration
presumably due to the fact that FINRA could not obtain
jurisdiction over Malory, a defunct entity. In response, Mr.
Zarinegar filed separate correspondence with the Kansas
Securities Commission and the Alabama Securities Commission
requesting that the subject orders be set aside. These requests
are still pending.
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These orders are not related to the Company. Mr. Zarinegar was a
registered representative with FINRA between approximately 1992
and 2005. During the period of time in which he was registered
with FINRA, Zarinegar held Series 6, 7, 22, 24, 27, 39 and 63
designations. He had been registered with six securities firms
during this time period with the last being Malory Investments,
LLC (Malory) between August 2001 and April 2005. Mr. Zarinegar
has two disclosure events set forth in his CRD, both of which
revolve around alleged activity during his tenure at Malory.
These disclosures are not customer complaints; rather, they
revolve around cease and desist orders issued by the State of
Kansas and the State of Alabama in 2007 as part of their
respective investigations into Malory and six other primary
respondents. The allegations against Mr. Zarinegar were that he
failed to properly supervise the sale of private offerings in
Kansas and Alabama.
Mr. Zarinegar has been in compliance with the Orders since
issuance. The Orders are not related in any manner with respect
to the Company or its related parties. To Orders do not restrict
Mr. Zarinegar from engaging in an offering in the State of Kansas
or State of Alabama provided he complies with the appropriate
disclosures and laws.
On February 25, 2016, Jeff Howard, the former Chief Executive
Officer and President, had executed the Employment Agreement with
Mr. Zarinegar on behalf of the Company (the Employment
Agreement). As a result, Mr. Zarinegar became a full-time
employee of the Company. The Employment Agreement is for a period
of three years (the Initial Term).At the expiration of the
Initial Term, the Employment Agreement shall be automatically
extended for additional successive one (1) year terms (the
Renewal Term) unless either party gives written notice of its
intention to the other party not less than sixty (60) days prior
to the expiration of the then current term and any renewal term.
The Company agreed to pay Mr. Zarinegar an annual salary equal to
$120,000 during the Initial Term or any Renewal Term and on the
dates consistent with the Companys payroll schedule, or 1% of the
Companys assets as reported on its year-end balance sheet,
whichever is greater, unless, an opinion of counsel or the
Companys auditors conclude that the asset-based compensation
limits or impairs the Companys intent of becoming a real estate
investment trust or impairs the Companys status as a publicly
reporting company in good standing under the rules promulgated by
the United States Securities and Exchange Commission.
The Company recognizes that Mr. Zarinegar is a significant
employee to the Company, and has incurred and continues to incur
risk and exposure in guaranteeing the First Key debt service of
the Company and the debt of its subsidiaries, which ultimately
benefits the Company and its shareholders. Recognizing that the
consideration above does not completely compensate Mr. Zarinegar,
the Company had agreed to issue Mr. Zarinegar or his designee a
total of 3,000,000 shares of the Companys common stock on the
first, second and third anniversary. However, on December 30,
2016, Mr. Zarinegar and the Company agreed to amend the
compensation provision of his Employment Agreement to reflect
that he had waived, until further agreement, further compensation
in order for the Company to meet other unrelated financial
obligations. The Company had agreed to issue 616,180 shares of
its restricted common stock to Mr. Zarinegar, as of the effective
date of this amendment upon Mr. Zarinegar giving notice to the
Board of Directors to commence with the issuance.
The Board of Directors and Mr. Zarinegar have agreed to address
officer compensation at the next meeting of the Board of
Directors, or through a consent in lieu of meeting, as allowed
for under the Bylaws. There is no family relationship between Mr.
Zarinegar and any member of the Board of Directors or its
officers. Mr. Zarinegar is the beneficial owner of 1,994,000
shares of the Companys common stock (13.2% of issued and
outstanding) through his individual ownership, and beneficial
ownership through Performance Realty Management, LLC. Mr.
Zarinegar gifted 6,000 of his shares since the effectiveness of
the Companys Form S-11/A. There are no related person transaction
disclosures under Regulation S-K, Item 404(a).
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SECTION 8 OTHER EVENTS
Item 8.01. Other Events
The Board of Directors authorized Mr. Zarinegar to assess
alternative strategies, including but not limited to, development
of the Companys properties located in Hughson, California,
commonly known as 1831 Euclid Road and 1921 Euclid Road. The
Board of Directors was, and still is, of the opinion that these
properties are primed for potential improvement, construction
and/or development, and that by deeding these properties to a
wholly-owned subsidiary would enable the Company to pursue this
project with the intent of increasing shareholder value and
diversifying its portfolio. The Board of Directors has authorized
the organization of Orchard Park, LLC in Nevada as a wholly-owned
subsidiary of the Company, and to pursue registration of this
company in California.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Incorporated by reference | ||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
| 31.1 | Employment Agreement (Mr. Zarinegar) | 8-K | 2.0 | 2-25-16 | ||
| 31.2 |
First Amended Advisory Board Consulting and Compensation |
8-K | 1.0 | 2-25-16 | ||
| 31.3 | Employment Agreement (Stevens) | X | ||||
| 31.4 | First Amended Employment Agreement (Zarinegar) | X | ||||
About American Housing Income Trust, Inc. (OTCMKTS:AHIT)
American Housing Income Trust, Inc. is engaged in the business of acquiring and operating residential properties. The Company acquires, renovates, rehabilitates and, in turn, rents single-family residences. The Company invests in apartments, condominiums, and single-family residences, which are primarily located in the western United States (including Phoenix, Las Vegas, Tucson, and California). The Company also involves in leasing and sale of residential properties. The Company operates through related-party/affiliate entities in holding title to those single-family residences in its portfolio, including American Realty Partners, LLC (American Realty), ARP Borrower, LLC (ARP Borrower), ARP Borrower II, LLC and AHIT Valfre, LLP. It focuses on engaging in the business of purchasing real estate for the purpose of making cosmetic changes, repairs and enhancements, and then renting such properties to tenants. It holds title to over 46 residential properties in Arizona, Nevada and Texas. American Housing Income Trust, Inc. (OTCMKTS:AHIT) Recent Trading Information
American Housing Income Trust, Inc. (OTCMKTS:AHIT) closed its last trading session up +0.239 at 0.989 with 100 shares trading hands.