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CORIX BIOSCIENCE, INC. Form 8-K: Current report

CORIX BIOSCIENCE, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-10-24: Form 8-K; Period of report 2018-10-16; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
  • 2018-09-14: Form 8-K/A; Period of report 2018-09-07; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2018-06-25: Form 8-K/A; Period of report 2018-06-25; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2018-06-20: Form 8-K/A; Period of report 2018-04-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-10-248-K2018-10-161.02 Termination of a Material Definitive Agreement1.02 On March 1, 2017, American Housing Income Trust, Inc., a Maryland corporation (“AHIT”), the predecessor to Corix Bioscience, Inc., a Wyoming corporation (the “Company”) entered into a Stock Exchange Agreement with IX Biotechnology, Inc., a Wyoming corporation (“IXB”) subject to certain conditions precedent (the “Stock Exchange Agreement”).corix_8k.htm
2018-09-148-K/A2018-09-071.01 Entry into a Material Definitive Agreement1.01 On July 28, 2016, Performance Realty Management, LLC (“Performance Realty”) was issued 439,401 shares of common stock in the Company pursuant to a Designation and Acceptance of Rights (the “Designation”) entered into between Performance Realty, the Company, and the “Designor” under the Designation - Sean Zarinegar, who is the Chairman of the Board and Chief Financial Officer for American Housing Income Trust, Inc. (the “Company”).form8k.htm
2018-06-258-K/A2018-06-251.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events1.01 On November 6, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”), and David Lamont Manaway and Juhuru Holdings, Ltd. (collectively, the “Selling Shareholders”), closed on their Agreement for Sale of Shares of Pharmaceutical Development Company (Pty), Ltd., a company incorporated under the laws of the Kingdom of Lesotho (“PDC”).
8.01 The Company issued a press release regarding the acquisition of PDC on November 7, 2017.
corixform8k.htm
2018-06-208-K/A2018-04-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On June 13, 2018, the Board of Directors of the Company terminated the employment of Chief Executive Officer Michael Ogburn following a special meeting of the Board of Directors held the same day.
8.01 On June 8, 2018, the Board of Directors for the Company approved compensation plans for its Board of Directors pursuant to Article III, Section 12 of the Company’s Bylaws and the applicable Wyoming statutes.
corix-8k.htm
2018-06-188-K/A2018-04-181.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On November 6, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”), and David Lamont Manaway and Juhuru Holdings, Ltd. (collectively, the “Selling Shareholders”), closed on their Agreement for Sale of Shares of Pharmaceutical Development Company (Pty), Ltd., a company incorporated under the laws of the Kingdom of Lesotho (“PDC”).
2.01 On May 23, 2018, the Company entered into a Share Purchase Agreement with 2635835 Ontario, Inc., an Ontario corporation (“Ontario”), for the sale of PDC.
8.01 The Company issued a press release regarding the acquisition of PDC on November 7, 2017.
form8ka_pdc.htm
2018-06-188-K2018-04-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On June 13, 2018, the Board of Directors for Corix Bioscience, Inc., a Wyoming corporation (the “Company”), terminated the employment of Chief Executive Officer Michael Ogburn following a special meeting of the Board of Directors held the same day.
8.01 On June 8, 2018, the Board of Directors for the Company approved compensation plans for its Board of Directors pursuant to Article III, Section 12 of the Company’s Bylaws and the applicable Wyoming statutes.
form8k.htm
2018-04-248-K2018-04-181.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On April 20, 2018, pursuant to written approval from the Board of Directors, Corix Bioscience, Inc. (the “Company”) entered into a Stock Purchase Agreement with Danny Berry, an individual and accredited investor, for the sale of 333,334 shares of restricted common stock in the Company for $100,000.
3.02 The Company shall issue the shares of restricted common stock to Mr. Berry under the Stock Purchase Agreement based on his representation that the shares are for investment in his account, and not with a view to the resale or distribution of any part thereof, unless otherwise allowed for under the Act or any application exemption to registration.
form8kbarry-sale.htm
2018-04-198-K2018-04-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On April 17, 2018, Christ Froese, the corporate Secretary of Corix Bioscience, Inc., a Wyoming corporation (the “Company”), submitted her resignation to the Board of Directors.
8.01 On April 12, 2018, the Securities and Exchange Commission (the “Commission”) issued an Order of Suspension of Trading (the “Order”), stating that the “there is a lack of current and accurate information concerning the securities of [the Company] because of questions regarding the accuracy of assertions by [the Company] . . . in current Internet postings available to investors concerning, among other things, the [C]ompany’s assets and operations in Nevada.” The Commission suspended all trading of the Company’s securities for a ten (10) day period pursuant to Section 12(k) of the Securities Exchange Act of 1934.
corix8k.htm
2018-03-308-K2018-03-284.01 Changes in Registrant's Certifying Accountant4.01 The Board of Directors for Corix Bioscience, Inc., a Wyoming corporation (the “Company”) and Malone Bailey, LLP, the Company’s independent auditor (“MB”) have collectively decided that the Company will retain a new independent auditor moving forward.corix8k.htm
2018-03-238-K2018-03-193.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 In consideration of the receipt of 6,000,000 units in OG Group, the Company shall issue shares of restricted common stock to OG Group as referenced above as the CXBS Shares.
8.01 The Company issued a press release disclosing the SEA.
corix8k.htm
2018-02-278-K2018-02-218.01 Other Events8.01 Corix Bioscience, Inc., a Wyoming corporation (the “Company”) files this Current Report on Form 8-K to disclose information revealed to the Company through the sworn testimony of three shareholders: George Elam, William Bills, and Joaquin Flores (the “Shareholders”).cxbs_8k.htm
2018-02-088-K2018-02-068.01 Other Events8.01 On February 6, 2018, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “Corix Bioscience Quarterly Shareholder Update.” The purpose of the release is to update shareholders on actions the Company took in the prior three months, including harvesting industrial hemp in Carson City, Nevada, purchasing hemp processing equipment, acquiring Pharmaceutical Development Corp LTD, and initiating a Joint Venture with ChampRX.corix8k.htm
2018-01-228-K2018-01-188.01 Other Events8.01 On January 10, 2018, Corix Bioscience, Inc., (the “Company”) issued a press release titled “Corix Bioscience, Inc. Announces Joint Venture with ChampRX.” The purpose of the press release was to announce a joint venture with ChampRX.form8k.htm
2018-01-168-K2018-01-128.01 Other Events8.01 On January 10, 2018, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “Corix Responds to Minority Shareholder’s Lawsuit.” The purpose of the release is to announce the Company’s defense of a lawsuit initiated by a minority shareholder named George Sharp.corix8k_20180111.htm
2017-12-068-K2017-12-048.01 Other Events8.01 On December 4, 2017, Corix Bioscience, Inc. (the “Company”) issued a press release titled “Corix Bioscience, Inc. Repays $375,000 Note.” The purpose of the release is to announce the Company has paid off a $375,000 Note through funds generated from sales of its real estate assets.form8k.htm
2017-11-098-K2017-10-161.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On November 6, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”), and David Lamont Manaway and Juhuru Holdings, Ltd. (collectively, the “Selling Shareholders”), closed on their Agreement for Sale of Shares of Pharmaceutical Development Company (Pty), Ltd., a company incorporated under the laws of the Kingdom of Lesotho (“PDC”).
8.01 The Company issued a press release regarding the acquisition of PDC on November 7, 2017.
form8k.htm
2017-10-318-K2017-10-161.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On September 25, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) entered into a Consulting Agreement with Border Consulting, LLC, a limited liability company doing business in Florida (“Border”), hereinafter the “Borders Agreement.” The term of the Borders Agreement is three months.
8.01 The Company has updated its corporate and mailing address to 16772 West Bell Road, Suite 110-471 in Surprise, Arizona 85374.
cxbs8k_20171024.htm
2017-10-168-K2017-10-115.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On October 9, 2017, the State of Wyoming entered the Articles of Amendment filed by Corix Bioscience, Inc., a Wyoming corporation (the “Company”).cxbs8k_20171011.htm
2017-10-108-K2017-10-031.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On October 3, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) entered into a Purchase Agreement with Parker-Hannifin Corporation to purchase a 46,060 square foot building in Carson City, Nevada (the “Property”) by or before November 4, 2017.
5.02 On September 15, 2017, the Board approved and ratified the Employment Agreement with Mr. Ogburn, who abstained from voting.
8.01 The Company issued a press release regarding the anticipated purchase of the Property.
corix8k_20171005.htm
2017-09-208-K2017-09-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On September 18, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) closed a Stock Redemption Agreement with Raymond Yule and Winnie Yule (the “Yules”) resulting in the Company redeeming and cancelling 50,289 shares of common stock for $155,895.90.
2.01 On September 15, 2017, AHIT Valfre, LLP, a Maryland limited liability partnership (“AHIT Valfre”) and wholly-owned subsidiary of the Company, closed on the sale of eight residential properties located in Arizona for $1,024,695.
8.01 As part of the Company’s ongoing restructuring and implementation of its business plan set forth in prior disclosures, the Company has dissolved the following wholly-owned subsidiaries following payment of any outstanding third-party financing liabilities and disposition of assets: American Realty Partners, LLC, ARP Borrower, LLC, ARP Pledgor, LLC, ARP Borrower II, LLC and ARP Pledgor II, LLC.
cxbs-8k_20170919.htm
2017-08-238-K2017-08-221.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On August 14, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) entered into a Sales Agreement with Positively Green Organics, LLC, a Nevada limited liability company (“PGO”), whereby PGO has agreed to farm cannabidol flower for the Company’s processing and sales to third-parties (the “Sales Agreement”).
8.01 The Agreement has been published on a press release dated August 16, 2017.
cxbs-8k_20170823.htm
2017-08-078-K/A2017-03-131.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On March 1, 2017, American Housing Income Trust, Inc., a Maryland corporation (“AHIT” or the “Company”) entered into a Stock Exchange Agreement with IX Biotechnology, Inc., a Wyoming corporation (“IXB”).
5.01 On March 13, 2017, the Company and IX Biotechnology, Inc. (“IXB”) closed on the Stock Exchange Agreement detailed in Item 1.01 and incorporated herein by reference.
5.02 On March 1, 2017, Sean Zarinegar (“Zarinegar”) submitted his Notice of Resignation of Chairman of the Board and Officer to the Board of Directors for the Company.
8.01 On March 1, 2017, the Board of Directors executed an Action by Consent in Writing in Lieu of a Meeting of the Board of Directors for American Housing Income Trust, Inc., authorizing the amendment of the Company’s Bylaws to create the Real Estate Committee.
cxbs-8k_20170804.htm
2017-08-048-K2017-07-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On July 31, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) received a notice of resignation from Joaquin Flores as a director on the Board of Directors.
8.01 On August 2, 2017, the Company completed its company-related action with the Financial Industry Regulatory Authority related to its change in domicile, name change and symbol change.
cxbs-8k_20170803.htm
2017-07-258-K/A2017-07-242.01 Completion of Acquisition or Disposition of Assets2.01 On July 14, 2017, Northern NM Properties, LLC, a New Mexico limited liability company (“Northern”) exercised its option to purchase from Corix Bioscience, Inc., a Wyoming corporation, f/k/a American Housing Income Trust, Inc. a Maryland corporation (the “Company”) its (1) general partnership interest in AHIT Norther NM Properties, LLP (the “Partnership”), and (2) 5,006 limited partnership units of the Partnership (collectively referred to as the “AHIT Partnership Interest”).corix8k_20170724.htm
2017-07-258-K2017-07-242.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities2.01 On July 14, 2017, Northern NM Properties, LLC, a New Mexico limited liability company (“Northern”) exercised its option to purchase from Corix Bioscience, Inc., a Wyoming corporation, f/k/a American Housing Income Trust, Inc. a Maryland corporation (the “Company”) its (1) general partnership interest in AHIT Norther NM Properties, LLP (the “Partnership”), and (2) 5,006 limited partnership units of the Partnership (collectively referred to as the “AHIT Partnership Interest”).corix8k_20170724.htm
2017-07-078-K2017-06-061.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On May 26, 2017, Corix Bioscience, Inc., a Wyoming corporation (the “Company”) entered into a Corporate Consulting Agreement with Global Discovery Group, Inc., a Florida corporation (“Global Discovery”), hereinafter the “Consulting Agreement”.
3.02 Pursuant to the Consulting Agreement, and the Stock Purchase Agreement, Global Discovery purchased 225,000 shares of restricted common stock for $250.
corix8k_20170707.htm
2017-06-058-K2017-06-011.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On May 24, 2017, Corix Biosience, Inc. (the “Company”), entered into a Air Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease Agreement (“Agreement”) with Fatehyar Carson City, LLC (“Fatehyar”), for premises located at 1501 South Sutro Terrace in Carson City, Nevada 89706 (hereinafter the “Premises”).
5.03 On May 4, 2017, the Company filed its Amended Articles of Incorporation (the “Amended Articles”) with the State of Maryland changing its name to “Corix Bioscience, Inc.” pursuant to Article VIII of its Articles of Incorporation and MD Corp & Assn Code 2-605(a)(1).
ahit8k_20170605.htm
2017-05-118-K2017-05-081.01 Entry into a Material Definitive Agreement1.01 On or about May 8, 2017, American Housing Income Trust, Inc. (the “Company”), entered into a Consulting Agreement (“Agreement”) with International Monetary, Inc., a California corporation (“International Monetary”).ahit8k_20170511html.htm
2017-04-188-K2017-04-041.01 Entry into a Material Definitive Agreement1.01 On April 17, 2017, American Housing Income Trust, Inc., (the “Company”) entered into a Securities Purchase Agreement (“Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”).ahit8k.htm
2017-04-138-K/A2017-03-211.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
8.01 On July 27, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Appoints New Directors.” The purpose of the release is to announce the appointment of Les Gutierrez and James Stevens to the Board of Directors, resulting in an increase to five members of the Board.
ahit8k20170412_0807.htm
2017-03-248-K2017-03-211.01 Entry into a Material Definitive Agreement; 8.01 Other Events8.01 On March 21, 2017, the Board of Directors for American Housing Income Trust, Inc., a Maryland corporation (the “Company”) terminated the offering set forth in the registration statement on Form S-11 and related prospectus, which had been deemed effective on June 23, 2016, and a subsequent post-effective amendment deemed effective on September 19, 2016 (referred to herein as the “Offering”).ahit8k20170322.htm
2017-03-178-K2017-03-171.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On March 1, 2017, American Housing Income Trust, Inc., a Maryland corporation (“AHIT” or the “Company”) entered into a Stock Exchange Agreement with IX Biotechnology, Inc., a Wyoming corporation (“IXB”).
5.01 On March 13, 2017, the Company and IX Biotechnology, Inc. (“IXB”) closed on the Stock Exchange Agreement detailed in Item 1.01 and incorporated herein by reference.
5.02 On March 1, 2017, Sean Zarinegar (“Zarinegar”) submitted his Notice of Resignation of Chairman of the Board and Officer to the Board of Directors for the Company.
8.01 On March 1, 2017, the Board of Directors executed an Action by Consent in Writing in Lieu of a Meeting of the Board of Directors for American Housing Income Trust, Inc., authorizing the amendment of the Company’s Bylaws to create the Real Estate Committee.
ahitform8k20170314_1800.htm
2017-01-118-K2017-01-021.01 Entry into a Material Definitive Agreement1.01 On January 9, 2017 (date of final signature to the subject document), American Housing Income Trust, Inc. (the “Company”), and Valfre Holdings, LLC, an Arizona limited liability company, and the following members of AHIT Valfre Limiteds, LLC (“AHIT Valfre Limiteds”), a Maryland limited liability company: Valfre Holdings, LLC, an Arizona limited liability company, and James A. Valfre and Pamela J. Valfre, f/k/a Pruitt (collectively, “Valfre”) agreed to the Fourth Amendment to Master Registration Rights Agreement, which effectively amends the original Registration Rights Agreement, and the two amendments thereafter (the “Fourth Amendment”).ahit8k20170110_1506.htm
2016-12-308-K2016-12-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 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 pursuant to the employment agreement attached hereto (the “Stevens Agreement”).
8.01 The Board of Directors authorized Mr. Zarinegar to assess alternative strategies, including but not limited to, development of the Company’s properties located in Hughson, California, commonly known as 1831 Euclid Road and 1921 Euclid Road.
ahit8k20161230_0755.htm
2016-10-288-K2016-10-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 25, 2016, Jeff Howard, 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.ahit8k20161028.htm
2016-10-078-K/A2016-07-131.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
8.01 On July 27, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Appoints New Directors.” The purpose of the release is to announce the appointment of Les Gutierrez and James Stevens to the Board of Directors, resulting in an increase to five members of the Board.
ahit8ka20161005.htm
2016-08-248-K2016-08-191.01 Entry into a Material Definitive Agreement1.01 On July 28, 2016, Performance Realty Management, LLC (“Performance Realty”) was issued 439,401 shares of common stock in the Company pursuant to a Designation and Acceptance of Rights (the “Designation”) entered into between Performance Realty, the Company, and the “Designor” under the Designation - Sean Zarinegar, who is the Chairman of the Board and Chief Financial Officer for American Housing Income Trust, Inc. (the “Company”).ahit8k20160824.htm
2016-08-228-K2016-08-181.01 Entry into a Material Definitive Agreement1.01 On August 18, 2016, American Housing Income Trust, Inc. (the “Company”) executed an Engagement Letter (the “Agreement”) with Tobin & Company Securities, LLC, a North Carolina limited liability company (“Tobin”).ahit8k20160819.htm
2016-08-198-K/A2016-07-281.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
8.01 On July 27, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Appoints New Directors.” The purpose of the release is to announce the appointment of Les Gutierrez and James Stevens to the Board of Directors, resulting in an increase to five members of the Board.
ahit8ka20160819.htm
2016-08-058-K/A2016-07-131.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
8.01 On July 27, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Appoints New Directors.” The purpose of the release is to announce the appointment of Les Gutierrez and James Stevens to the Board of Directors, resulting in an increase to five members of the Board.
ahit8ka20160804.htm
2016-07-298-K/A2016-07-131.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
8.01 On July 27, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Appoints New Directors.” The purpose of the release is to announce the appointment of Les Gutierrez and James Stevens to the Board of Directors, resulting in an increase to five members of the Board.
ahit8ka20160729.htm
2016-07-278-K2016-07-131.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On July 13, 2016, American Housing Income Trust, Inc. (the “Company”), and Northern New Mexico Properties, LLC, a New Mexico limited liability company (“NM”) entered into a Master UPREIT Formation Agreement (the “UPREIT Agreement”).
5.02 On July 15, 2016, the Board of Directors appointed Les F. Gutierrez to serve as a Director.
ahit8k20160720_rev1.htm
2016-04-218-K2016-04-181.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 On April 18, 2016, AHIT Valfre, LLP, a Maryland limited liability partnership (“AHIT Valfre”) closed its internal restructuring and financing with FirstKey Mortgage, LLC, a Florida limited liability company (“FirstKey Mortgage”).
2.03 AHIT Valfre GP is the General Partner of AHIT Valfre.
3.03 Due to the financing through FirstKey Mortgage, the prior Section 721 conversion rights of Valfre Holdings, LLC, James Valfre and Pamela Valfre have been restructured.
5.03 The Amended Certificate of Limited Liability Partnership of AHIT Valfre was filed with the State of Maryland on April 19, 2016 (the “Certificate of Amendment”), and is attached hereto as an exhibit.
8.01 AHIT Valfre GP is a wholly-owned subsidiary of the Company.
ahit8kvalfreloan.htm
2016-04-148-K2016-04-111.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On March 28, 2016, American Housing Income Trust, Inc. (the “Company”) and Benny J. Manley and Patricia A. Manley (collectively “Manley”) entered into a Real Property Purchase Agreement (the “Manley Purchase Agreement”) whereby the Company acquired a residential property from Manley for the issuance of 722,833 shares of the Company’s restricted common stock.
3.02 The issuance of restricted stock under the Manley Purchase Agreement was associated with the consideration paid by the Company in consideration of the purchase of real estate; nevertheless, the Board of Directors has elected to make the following disclosure under this Item 3.02.
8.01 On April 12, 2016, the Company issued a press release regarding the Manley transaction.
ahit8k20140414.htm
2016-04-068-K2016-04-048.01 Other Events8.01 On April 4, 2016, the Board of Directors of the Company approved a $2,000,000 stock repurchase program (referred to in the resolutions as the “Stock Repurchase Program”).ahit8k20160404.htm
2016-03-188-K2016-03-171.02 Termination of a Material Definitive Agreement1.02 On March 17, 2016, American Housing Income Trust, Inc. (the “Company”) and Empire Residential Opportunity Fund III, LLC (“Fund III”) and Empire Residential Opportunity Fund V, LLC (“Fund V”) terminated their respective Purchase and Sale Agreements, as originally disclosed on Form 8-K on February 25, 2016 at Exhibit 10.1 and Exhibit 10.2, respectively.ahitempire8k20160318v1.htm
2016-02-268-K/A2016-02-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As set forth on Form 8-K dated May 15, 2015, Sean Zarinegar is the Chairman of the Board for American Housing Income Trust, Inc., a Maryland corporation (the “Company”).ahit8k20160225v3.htm
2016-02-268-K/A2016-02-161.01 Entry into a Material Definitive Agreement1.01 On February 16, 2016, American Housing Income Trust, Inc. (the “Company”) entered into a Purchase and Sale Agreement with Empire Residential Opportunity Fund III, LLC (“Fund III”), under which the Company shall purchase from Fund III twenty-five (25) single family, residential properties located in Maricopa County, Arizona for Four Million, Four Hundred Forty-Three Thousand, Two Hundred Ninety-Eight Dollars and 52/100 ($4,443,298.52).ahit8keav2.htm
2016-02-268-K2016-02-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As set forth on Form 8-K dated May 15, 2015, Sean Zarinegar is the Chairman of the Board for American Housing Income Trust, Inc., a Maryland corporation (the “Company”).ahit8k20160225v2.htm
2016-02-258-K2016-02-188.01 Other Events8.01 On February 24, 2016, American Housing Income Trust, Inc. (the “Company”) issued a press release titled “American Housing Income Trust Announces Upcoming $9M DPO.” The purpose of the release is to announce it has launched a $9,000,000 direct public offering.ahit8kpr20120225v1.htm
2016-02-258-K2016-02-161.01 Entry into a Material Definitive Agreement1.01 On February 16, 2016, American Housing Income Trust, Inc. (the “Company”) entered into a Purchase and Sale Agreement with Empire Residential Opportunity Fund III, LLC (“Fund III”), under which the Company shall purchase from Fund III twenty-five (25) single family, residential properties located in Maricopa County, Arizona for Four Million, Four Hundred Forty-Three Thousand, Two Hundred Ninety-Eight Dollars and 52/100 ($4,443,298.52).ahit8keav1.htm
2016-01-198-K2016-01-131.01 Entry into a Material Definitive Agreement1.01 On January 12, 2016, American Housing Income Trust, Inc. (the “Company”) entered into a Mutual Release Agreement with Tech Associates, Inc. (“Tech”), whereby in consideration of a release of any and all further obligations by AHIT under the Consulting Agreement, Tech agreed to release the Company of any and all further obligations, and agreed to cancel 24,000 shares of the Company’s stock that had been previously issued to Tech.ahit8k20160119v1.htm
2015-12-218-K/A2015-11-171.01 Entry into a Material Definitive Agreement1.01 On September 21, 2015, in order to facilitate the closing on a credit facility with FirstKey Mortgage, LLC (“FirstKey”), Sean Zarinegar, as Manager/Member of Performance Realty Management, LLC (“Performance Realty”), an Arizona limited liability company and Manager of American Realty Partners, LLC, an Arizona limited liability company (“American Realty”), a wholly-owned subsidiary of American Housing Income Trust, Inc., a Maryland corporation (the “Company”), organized ARP Pledgor II, LLC in Arizona (hereinafter referred to as “Pledgor II”).fkf8kv2.htm
2015-12-098-K2015-12-041.02 Termination of a Material Definitive Agreement1.02 On November 24, 2015, Tech Associates Inc., in correspondence to Sean Zarinegar, Jeff Howard, and the Board of Directors of American Housing Income Trust Inc., terminated the Advisory Agreement, effective November 24, 2015.f8kv1.htm
2015-11-258-K2015-11-251.01 Entry into a Material Definitive Agreement1.01 On September 21, 2015, in order to facilitate the closing on a credit facility with FirstKey Mortgage, LLC ("FirstKey"), Sean Zarinegar, as Manager/Member of Performance Realty Management, LLC ("Performance Realty"), an Arizona limited liability company and Manager of American Realty Partners, LLC, an Arizona limited liability company ("American Realty"), a wholly-owned subsidiary of American Housing Income Trust, Inc., a Maryland corporation (the "Company"), organized ARP Pledgor II, LLC in Arizona (hereinafter referred to as "Pledgor II").a1v2.htm
2015-11-188-K2015-11-178.01 Other Events8.01 On November 17, 2015, American Housing Income Trust, Inc. (the "Company") issued a press release titled "American Housing Income Trust Secures Debt Financing." The purpose of the release was to announce that the Company successfully secured approximately $1,000,000 in debt financing from FirstKey Mortgage, LLC.a1v3.htm
2015-10-158-K2015-10-138.01 Other Events8.01 On October 13, 2015, American Housing Income Trust, Inc. (the "Company") issued a press release titled "American Housing Income Appoints New Chief Executive Officer and President, and Completes Equity Private Offering." The purpose of the release was to announce Jeff Howard as the new Chief Executive Officer and President, and also inform that the Company closed its private stock offering of $3.00/share resulting in $1,152,000 in new equity capital.a1.htm
2015-10-138-K2015-10-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 12, 2015, American Housing Income Trust, Inc. (the "Company") hired Jeff Howard, currently a Director on the Board of Directors, to fill the vacancy left by Mr. Zarinegar's resignation as Chief Executive Officer and President.a1.htm
2015-10-088-K2015-10-068.01 Other Events8.01 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.a1.htm
2015-09-298-K2015-09-291.01 Entry into a Material Definitive Agreement1.01 On September 26, 2015 (date of final signature to the subject document), American Housing Income Trust, Inc. (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") agreed to the amendment to the Registration Rights Agreement, which was entered into as part of the August 1, 2015 Valfre Master UPREIT Formation Agreement (hereinafter referred to as the "First Amendment").a1.htm
2015-09-298-K/A2015-07-071.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 On February 4, 2015, the Board of Directors for American Housing Income Trust, Inc., a Maryland corporation, f/k/a Affinity Mediaworks Corp., a Nevada corporation (the "Company"), ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock (the "Series A Preferred"), each of which has the voting right of 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock, representing 50.79% of the total outstanding of 116,068,770 common stock outstanding of the Company.
2.01 As described above under Item 1.01, the Company acquired all of the issued and outstanding units in American Realty.
5.01 On February 4, 2015, as set forth in the February 5, 2015 Form 8-K, the Board of Directors for the Company ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock, each of which have the voting right to 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock representing 50.79% of the total outstanding of 116,068,770 shares of common stock outstanding of the Company.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2015-09-248-K/A2015-09-181.01 Entry into a Material Definitive Agreement1.01 On July 10, 2015, American Housing Income Trust, Inc., a Maryland corporation (the "Company") entered into a Consulting Agreement with Tech Associates, Inc., a California corporation ("Tech Associates"), whereby Tech Associates agreed to provide consulting and corporate advisory services to the Company on a month-to-month basis in consideration of $3,000 per month and the issuance of 6,000 shares of restricted shares of common stock in the Company per month with piggyback registration rights on any registration statement.a1.htm
2015-09-228-K2015-09-181.01 Entry into a Material Definitive Agreement1.01 - Entry into a Material Definitive Agreement.a1.htm
2015-09-188-K2015-09-181.01 Entry into a Material Definitive Agreement1.01 On July 10, 2015, American Housing Income Trust, Inc., a Maryland corporation (the "Company") entered into a Consulting Agreement with Tech Associates, Inc., a California corporation ("Tech Associates"), whereby Tech Associates agreed to provide consulting and corporate advisory services to the Company on a month-to-month basis in consideration of $3,000 per month and the issuance of 6,000 shares of restricted shares of common stock in the Company with piggyback registration rights on any registration statement.a1.htm
2015-08-178-K/A2015-07-071.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 On February 4, 2015, the Board of Directors for American Housing Income Trust, Inc., a Maryland corporation, f/k/a Affinity Mediaworks Corp., a Nevada corporation (the "Company"), ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock (the "Series A Preferred"), each of which has the voting right of 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock, representing 50.79% of the total outstanding of 116,068,770 common stock outstanding of the Company.
2.01 As described above under Item 1.01, the Company acquired all of the issued and outstanding units in American Realty.
5.01 On February 4, 2015, as set forth in the February 5, 2015 Form 8-K, the Board of Directors for the Company ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock, each of which have the voting right to 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock representing 50.79% of the total outstanding of 116,068,770 shares of common stock outstanding of the Company.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2015-08-148-K/A2015-08-051.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition1.01 On August 3, 2015, American Housing Income Trust, Inc. (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").
2.01 As a result of closing on the AHIT Valfre Agreements, the Company acquired nine single family residences with a stated "Gross Asset Value," as defined in the AHIT Valfre Agreements, of $1,735,734 offset by debt service in the amount of $1,215,734 as of August 1, 2015.
2.02 The Company announced its transaction with Valfre on August 4, 2015 through a press release with PR Newswire.
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2015-08-078-K2015-08-031.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition1.01 On August 3, 2015, American Housing Income Trust, Inc. (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").
2.01 As a result of closing on the AHIT Valfre Agreements, the Company acquired nine single family residences with a stated "Gross Asset Value," as defined in the AHIT Valfre Agreements, of $1,735,734 offset by debt service in the amount of $1,215,734 as of August 1, 2015.
2.02 The Company announced its transaction with Valfre on August 4, 2015 through a press release with PR Newswire.
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2015-07-318-K2015-07-308.01 Other Events8.01 On July 29, 2015, American Housing Income Trust, Inc. issued a press release titled "American Housing Income Trust Announces its Recent Conversion to a Publicly Traded Company." The purpose of the release was to announce the completion of its reverse merger.a1.htm
2015-07-078-K/A2015-07-071.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 On February 4, 2015, the Board of Directors for American Housing Income Trust, Inc., a Maryland corporation, f/k/a Affinity Mediaworks Corp., a Nevada corporation (the "Company"), ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock (the "Series A Preferred"), each of which has the voting right of 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock, representing 50.79% of the total outstanding of 116,068,770 common stock outstanding of the Company.
2.01 As described above under Item 1.01, the Company acquired all of the issued and outstanding units in American Realty.
5.01 On February 4, 2015, as set forth in the February 5, 2015 Form 8-K, the Board of Directors for the Company ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock, each of which have the voting right to 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock representing 50.79% of the total outstanding of 116,068,770 shares of common stock outstanding of the Company.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
a1.htm
2015-07-078-K2015-07-071.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status1.01 On February 4, 2015, the Board of Directors for American Housing Income Trust, Inc., a Maryland corporation, f/k/a Affinity Mediaworks Corp., a Nevada corporation (the "Company"), ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock (the "Series A Preferred"), each of which has the voting right of 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock, representing 50.79% of the total outstanding of 116,068,770 common stock outstanding of the Company.
2.01 As described above under Item 1.01, the Company acquired all of the issued and outstanding units in American Realty.
5.01 On February 4, 2015, as set forth in the February 5, 2015 Form 8-K, the Board of Directors for the Company ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock, each of which have the voting right to 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of common stock representing 50.79% of the total outstanding of 116,068,770 shares of common stock outstanding of the Company.
5.06 Securities Act Rule 405 and Exchange Act Rule 12b-2 defines a "shell company" as a company, other than an asset-backed issuer, with no or nominal operations, and either (a) no or nominal assets, (b) assets consisting of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.
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2015-06-298-K2015-06-231.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 – Entry into a Material Definitive Agreement.
5.02 On June 24, 2015, the Board of Directors accepted the resignations of Eric Stoffers as Chairman of the Board, Chief Executive Officer and President, and Bill Deegan as Chief Financial Officer, Treasurer and Secretary, and in turn, appointed Sean Zarinegar to fill the vacancies of Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President and Treasurer.
5.03 On June 23, 2015, pursuant to Article VII of the Articles of Incorporation for the Company, American Realty approved the Board of Director’s recommendation to amend the Articles of Incorporation to ratify the authorized shares of common stock at 100,000,000, par value of $.01, and shares of preferred stock at 10,000,000, par value of $.001.
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2015-05-298-K2015-05-268.01 Other Events8.01 On May 26, 2015, the Board of Directors unanimously approved that Direct Transfer, LLC is authorized to issue additional shares as required to facilitate requests to perform the round up of the fractional shares on a beneficial holder level following FINRA’s approval of the 1:1000 reverse stock split without further notification to or approval of the board.affw_8k.htm
2015-05-188-K2015-05-141.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 Pursuant to the Resolutions, the Board of Directors ratified and approved the Advisory Board Consulting and Compensation Agreement for Director Sean Zarinegar effective May 15, 2015.
affw_8k.htm
2015-05-148-K2015-05-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.02 Mr. Stoffers has 15 years of experience across the spectrum of real estate, including sales, recapitalization, dispositions, acquisitions, and development.
5.03 On or about May 11, 2015, Affinity Mediaworks, Inc., a Nevada corporation, received filed Articles of Conversion from the State of Maryland converting the entity into a Maryland corporation named American Housing Income Trust, Inc. (hereafter referred to as the “Company”).
5.07 The disclosures in Item 5.03 were approved through the Consent in Lieu of Shareholders of Affinity Mediaworks, Inc. on March 3, 2015, as disclosed in the Schedule 14C dated March 30, 2015.
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2015-03-128-K2015-03-124.01 Changes in Registrant's Certifying Accountant4.01 On or about February 13, 2015, M&K CPAS, PLLC ("M&K"), an independent registered public accounting firm, constructively resigned as auditors for Affinity Mediaworks Corp. (the "Company"), or alternatively, was terminated by the Company.a1.htm
2015-02-188-K2015-02-181.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On February 4, 2015, as set forth in the February 5, 2015 Form 8-K, the Board of Directors for Affinity Mediaworks Corp., a Nevada corporation (the "Corporation"), ratified and approved, amongst other things, the private sale of 20,000 shares of the Series A Preferred Stock, each of which have the voting right to 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of Common Stock representing 50.79% of the total outstanding of 116,068,770 Common Stock outstanding of the Corporation post-split as approved by the shareholders in the consents also entered on the same date.
5.01 As a result of the closing of the SPAs, ARP acquired control by virtue of taking title to 58,809,678 shares pre-split (58,809.678 post-split), or 50.79% of the common shares outstanding of the Corporation, and 20,000 of the Series A Preferred Stock, each of which carry supermajority voting rights.
5.02 (i) Sean Zarinegar - Chairman of the Board.
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2015-02-058-K2015-02-045.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On February 4, 2015, the Shareholders of the Company representing all 20,000 shares of the Series A Preferred Stock, each having the voting right of 25,000 votes per share on all matters submitted to a vote of the shareholders, and 58,809,678 shares of Common Stock representing 50.79% of the total outstanding of 116,068,770 Common Stock outstanding of the Corporation, approved a reverse split of the Company's 116,068,770 issued Common Shares whereby for every one thousand Common Stock, $0.00001 par value, outstanding, the shareholders will receive one Common Stock, $0.00001 par value.
8.01 American Realty Partners, LLC, an Arizona limited liability company has entered into an agreement to buy9,000,000 Common Shares from Aquamarine Holdings, LLC; 9,000,000 Common Shares from Dunlap Consulting, LLC; 9,000,000 Common Shares from Nutmeg State Realty, LLC; 6,700,000 Common Shares from Carson Holdings, LLC; 6,250,000 Common Shares from Calypso Ventures, LLC; 6,250,000 Common Shares from Bengal Holdings, Inc.; 6,250,000 Common Shares from Gabon Investments, Inc; 6,250,000 Common Shares from Friction & Heat, LLC; and 109,678 Common Shares from Cortland Communications, LLC; which together accounts for 58,809,678 Common Shares or 50.79% of the common shares outstanding of the Company.
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2014-10-298-K2014-10-293.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant3.02 On October 28, 2014, Affinity Mediaworks Corp. (the “Company”) announced that it issued an aggregate of 20,000 newly issued Preferred Stock, $0.00001 par value, designated as Series A Preferred Stock (“Series A Stock”) to Cortland Communications, LLC (“Cortland”) of 5460 Lake Rd., Tully, NY 13159 (“Cortland”) for the retirement of $5,000.00 of debt owed by the Company to Cortland.
3.03 On July 11, 2014, the Company’s Board of Directors authorized from its 10,000,000 authorized Preferred Stock, $0.00001 par value, the designation of 20,000 shares of Preferred Stock.
5.01 A change of control of the Company occurred on October 28, 2014 when Cortland acquired from the Company 20,000 newly issued shares of Series A Stock.
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2013-11-138-K2013-11-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 12, 2013 Cortland Communications LLC a Utah corporation held a special meeting and voted it “control Block” shares of Affinity Mediaworks Corporation and elected a new board of directors replacing Timo Strattner and Charles Van Houten.f8k1304_form-affw.htm
2013-07-308-K2013-07-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 29, 2013, Mark T. Gleason resigned, effective immediately, from his position as sole member of the board of directors (the “Board”), President, Treasurer, Secretary and all other officer positions Mr. Gleason held with Affinity Mediaworks Corporation (the “Company”).f8k1303_form-affw.htm
2012-08-018-K2012-08-013.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 Pursuant to the Stock Purchase Agreement, on the Closing Date we purchased an aggregate of Twenty-four Million (24,000,000) shares of Common Stock; 10 million in the name of Yulia Nesterchuk, 7 million in the name of Phillip E. Brooks and 7 million in the name if Robert Thast.
5.01 On July 23, 2012, Cortland Communications, LLC (“Cortland”), a Utah limited liability company whose Managing Member is Mark T. Gleason, entered into an agreement (the “Agreement”) with Affinity Mediaworks Corporation, a Nevada corporation, (the “Company” or “AFFW”).
5.02 Mr. Scott Cramer resigned as the sole director of our Company, effective as of the Closing Date.
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2009-10-238-K2009-10-191.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersg3558.txt
2009-07-158-K2009-07-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersg3272.txt
2009-07-028-K2009-07-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersg3249.txt
2009-01-308-K2009-01-298.01 Other Eventsgreenbikes8_k.htm