10-KT/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

oANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

xTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from October 1, 2014 to December 31, 2014

Commission File Number: 333-170828

AMERICAN HOUSING REIT INC.

(Exact name of registrant as specified in its charter)

Maryland	46-4022327
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 Montgomery Lane, Suite 450 Bethesda, MD	20814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 524-6863

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by a 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 (§229.405 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

o Large accelerated filer	o Accelerated flier	o Non-accelerated flier	x Smaller reporting company
		(do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant’s most recently completed second fiscal quarter: $0 on March 31, 2014.

As of March 31, 2015, there were 625,690 shares of the registrant’s common stock, par value of $0.01 per share outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to American Housing REIT, Inc.'s Transition Report on Form 10-K for the period ended December 31, 2014, filed with the Securities and Exchange Commission on March 31, 2015 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN HOUSING REIT Inc.
Dated: March 31, 2015	By:	/s/ Conn Flanigan
		Conn Flanigan
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated.

Signature	Title	Date
/s/ Conn Flanigan	Chief Executive Officer (Principal Executive Officer) and Director	March 31, 2015
Conn Flanigan
/s/ Donald McClure	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2015
Donald McClure
/s/ Jeffrey Busch
Jeffrey Busch	Vice Chairman of the Board of Directors	March 31, 2015
/s/ Fai H. Chan
Fai H. Chan	Chairman of the Board of Directors	March 31, 2015
/s/ Tong Wan Chan
Tong Wan Chan	Director	March 31, 2015

40

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Conn Flanigan, certify that:

1. I have reviewed this Transition Report on Form 10-K for the three month period ended December 31, 2014 of American Housing REIT Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2015	/s/ Conn Flanigan
	Conn Flanigan Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Donald McClure, certify that:

1. I have reviewed this Transition Report on Form 10-K for the three month period ended December 31, 2014 of American Housing REIT Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2015	/s/ Donald McClure
	Donald McClure Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

In connection with the Transition Report on Form 10-K of American Housing REIT Inc. (the "Company") for the three month period ended December 31, 2014 as filed with the Securities and Exchange Commission (the "Report"), I, Conn Flanigan, Chief Executive Officer of the Company, and I Donald McClure, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 31, 2015	/s/ Conn Flanigan
	Conn Flanigan
	Chief Executive Officer (Principal Executive Officer)

Dated: March 31, 2015	/s/ Donald McClure
	Donald McClure
	Chief Financial Officer (Principal Financial and Accounting Officer)

This certification accompanies this Transition Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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8. DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Other income (expense)
Income from discontinued operations	$ 0	$ 0	$ 0	$ 78,144
Discontinued Operations [Member]
Revenue:
Custom professional service				500
Monthly subscription fees				46,500
Total revenues				47,000
Cost of revenues				27,377
Gross Profit				19,623
Operating expenses
General and administrative				74,518
General and administrative costs from related party				3,000
Total operating expenses				77,518
Loss from operations				(57,895)
Other income (expense)
Change in the fair value of derivative liability				(755)
Debt forgiven				136,815
Total other income				136,060
Income before taxes				78,165
Income tax provision				21
Income from discontinued operations				$ 78,144

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3. LEASE INCOME

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

3. LEASE INCOME

We generally rent our properties under non-cancelable lease agreements with a term of one year. Future minimum rental revenues under leases existing on our properties at December 31, 2014, through the end of their terms, are as follows:

Calendar year 2015	$	907,830
Calendar year 2016		54,259
Total	$	962,089

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2. SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions between subsidiaries have been eliminated. 

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Income Taxes

We plan on electing to be taxed as a REIT for federal income tax purposes beginning in 2015. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates, and we may be ineligible to qualify as a REIT for subsequent tax years. Even if we qualify as a REIT, we may be subject to certain state or local income taxes, and if we create a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction.

Property Acquisitions

When at the date of acquisition the property/SFR has an existing tenant the Company accounts for its acquisition of real estate in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires the purchase price of acquired properties be allocated to the acquired tangible assets and liabilities, consisting of land, building, and identified intangible assets, potentially consisting of the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and security deposits, based in each case on their fair values.  The Company has identified one intangible asset related to its in-place tenants which at the dates of acquisition aggregated to a gross amount of $162,082.  The net intangible balance as of December 31, 2014 and September 30 2014 on the accompanying Consolidated Balance Sheets is $2,535 and $14,316, respectively.  Accumulated amortization was $159,547 and $147,766 as of December 31, 2014 and September 30, 2014, respectively.

The Company allocates 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, assuming the property was vacant. Fair value for land and building is based on the purchase price for these properties. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair values of the tangible and intangible assets and liabilities acquired.

Transactions in which properties/SFRs are purchased that are not subject to an existing significant lease are treated as asset acquisitions, and as such are recorded at their purchase price, including acquisition fees, which is allocated to land and building based upon their relative fair values at the date of acquisition.

Rents and Other Receivables

Rents and other receivables primarily represents the amount of rent receivables and net rental funds which are held by the property manager on behalf of the Company, net of any allowance for amounts deemed uncollectible.  The Company assess these balances for collectability on a quarterly basis.  No write-offs were deemed warranted for the three months ended December 31, 2014.  For the twelve months ended September 30, 2014 the Company determined that rents receivable in the amount of $102,154 were not collectible and accordingly wrote that amount off via a charge to the “General and Administrative” expense line item in its twelve months ended September 30, 2014 Consolidated Statement of Operations.

Impairment of Long Lived Assets

The Company evaluates its SFRs for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.

Security Deposits

The security deposit liability represents security deposit amounts deposited by tenants at the inception of the lease.

Leasing Costs

Direct and incremental costs we incur to lease the properties are capitalized and amortized over the term of the lease, usually one year. Amortization of leasing costs is included in property operating expenses. Pursuant to the property management agreement with our property managers, we will pay a leasing fee equal to one payment of each lease’s monthly rent.  As of December 31, 2014 and September 30, 2014, we have not recorded any leasing costs.

Depreciation and Amortization

Depreciation related to our properties is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 40 years.  Amortization expense is related to the Company’s in-place lease intangible asset and is calculated based on the remaining useful life of the initial lease terms.  Depreciation and amortization expense was $85,425 for the three months ended December 31, 2014, consisting of $73,644 in depreciation expense and $11,781 in amortization expense.  Depreciation and amortization expense was $6,896 for the three months ended December 31, 2013, which consisted solely of depreciation expense.  Depreciation and amortization expense was $294,622 for the twelve months ended September 30, 2014, consisting of $146,856 in depreciation expense and $147,766 in amortization expense.

Cash and Cash Equivalents

We consider all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months to be cash equivalents. We maintain our cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. We believe that this risk is not significant.  Additionally, this line item includes restricted funds (related to security deposits and minimum balances to be held in trust) in the amount of $241,296 and $252,644 as of December 31, 2014 and September 30, 2014, respectively,

Escrow Deposits

Escrow deposits include refundable and non-refundable cash earnest money deposits for the purchase of properties including advances from HFE USA, LLC. In addition, escrow deposits may include amounts paid for SFR’s in certain states which require a judicial order when the risk and rewards of ownership of the property are transferred and the purchase is finalized. The escrow deposit balance was $107,462 and $151,518 as of December 31, 2014 and September 30, 2014, respectively.  The $44,056 decrease during the three month period resulted from $91,961 of the Company’s escrow funds that were used by IAD which are to be repaid by IAD to the Company (see Note 5 – “Related Party Transactions”) and transaction and related fees in the amount of $7,095, partially offset by the addition of a loan application deposit in the amount of $55,000 related to the B2R loan (see Note 10 – “Subsequent Events”).

Revenue and Expense Recognition

Rental income attributable to residential leases is recognized on a straight-line basis. Leases entered into between tenants and the Company are generally for a one-year term. We estimate losses that may result from the inability of our tenants to make payments required under the terms of the lease based on payment history and current credit status. As of December 31, 2014, we had no allowance for such losses. We accrue for property taxes and homeowner’s association assessments based on amounts billed, and, in some circumstances, estimates and historical trends when bills or assessments are not available. If these estimates are not reasonable, the timing and amount of expenses recorded could impact our consolidated financial statements.

Deferred Financing Costs

Deferred financing costs include legal costs incurred as of December 31, 2014 of $32,304 related to the B2R financing discussed in Note 10 – “Subsequent Events” and are amortized to interest expense on a straight-line basis over the term of the loan which approximates the effective interest method. These costs are included in “Accounts Payable and Accrued Expenses” in the accompanying Consolidated Balance Sheet as of December 31 2014.

Segment Reporting

Under the provision of ASC Topic 280, “Segment Reporting,” the Company had determined that it has one reportable segment with activities related to acquiring, renovating, leasing and operating single-family homes as rental properties. One hundred percent of the Company’s revenues are derived from rental income through the leasing of its properties.

Fair Value of Financial Instruments

Fair value is a market-based measurement, and should be determined based on the assumptions that market participants would use in pricing an asset or liability. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

●   Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;

●   Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

●   Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying amount of rents and other receivables, prepaid expenses and other assets, accounts payable and accrued expenses and notes payable to majority shareholder approximate fair value because of the short maturity of these amounts.

Reclassifications

The Company reclassified the presentation of its twelve months ended September 30, 2014 Consolidated Statement of Cash Flows related to amounts due to related parties in order to be consistent with the presentation used for the current three months ended December 31, 2014. The current presentation includes accrued management fee expense as an “Operating Activity,” loans made to related parties as an “Investing Activity,” and loans received from related parties as a “Financing Activity.”

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Condensed Balance Sheets (Unaudited) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Investment in real estate:
Land	$ 3,077,106	$ 3,077,106
Building and improvements	11,802,963	11,802,963
Investment in real estate, gross	14,880,069	14,880,069
Less: accumulated depreciation	(220,500)	(146,856)
Investment in real estate, net	14,659,569	14,733,213
Cash (includes $241,296 and $252,644 in restricted cash as of December 31, 2104 and September 30, 2014, respectively)	495,612	566,471
Escrow deposits	107,462	151,518
Rents and other receivables, net	133,180	54,931
Deferred financing costs	32,304	0
Intangible asset, net	2,535	14,316
Total assets	15,430,662	15,520,449
LIABILITIES:
Accounts payable and accrued expenses	317,603	156,370
Due to related parties, net	242,351	245,977
Security deposits	173,964	186,099
Real estate tax payable	221,757	162,850
Prepaid rent	23,941	21,409
Note payable to majority shareholder	7,899,051	9,363,914
Total liabilities	8,878,667	10,136,619
American Housing REIT Inc. stockholders' equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock $0.01 par value, 100,000,000 shares authorized; 625,690 shares and 505,199 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively	6,256	5,051
Additional paid-in capital	7,440,918	5,977,260
Accumulated deficit	(895,179)	(598,481)
Total stockholders’ equity (deficit)	6,551,995	5,383,830
Total liabilities and stockholders' equity	$ 15,430,662	$ 15,520,449

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Condensed Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (144,030)	$ 6,307	$ (258,588)	$ 27,280
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in derivative liability	0	0	0	755
Gain on forgiveness of debt	0	0	0	(134,752)
Depreciation and amortization	85,425	6,896	294,622	0
Changes in operating assets and liabilities:
Rent and other receivables, net	(78,249)	(84,801)	(54,931)	3,500
Prepaid assets	0	(1,330)	0	0
Accounts payable and accrued expenses	128,929	15,128	128,049	(3,678)
Accrued management fees due to related parties, net	60,000	0	120,000	0
Security deposits	(12,135)	51,285	186,099	0
Real estate tax payable	58,907	0	162,850	0
Prepaid rent	2,532	7,240	21,409	0
Net cash provided by (used in) operating activities	101,379	725	599,510	(106,895)
CASH FLOWS FROM INVESTING ACTIVITIES
Escrow deposit activity	44,056	(1,843,441)	(151,518)	0
Loans to related party	(90,626)	0	(78,986)	0
Purchase of land, building and improvements, and intangibles	0	(3,962,479)	(15,042,149)	0
Net cash used in investing activities	(46,570)	(5,805,920)	(15,272,653)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable from shareholder	0	5,805,195	15,225,647	10,620
Loans from related parties	27,000	0	204,963	0
Dividends to common shareholders	(152,668)	0	(192,683)	0
Capital contribution	0	0	12,307	0
(Payment) proceeds from note payable from former shareholder	0	0	(10,620)	93,252
Net cash (used in) provided by financing activities	(125,668)	5,805,195	15,239,614	103,872
Net (decrease) increase in cash and cash equivalents	(70,859)	0	566,471	(3,023)
Cash and cash equivalents - beginning of period	566,471	0	0	3,023
Cash and cash equivalents - end of period	495,612	566,471	566,471	0
Supplemental cash flow information:
Cash payments for interest	0	0	0	0
Noncash financing and investing activities:
Note payable to shareholder converted to common shares	1,464,863	0	5,861,733	0
Shareholder loan converted to interest bearing note payable	207,250	0	0	0
Deferred financing costs related to B2R loan	32,304	0	0	0
Accounts payable settled by related party	$ 0	$ 41,847	$ 41,847	$ 0

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3. LEASE INCOME (Details) (USD $)	Dec. 31, 2014
Future minimum rental revenues
2015	$ 907,830
2016	54,259
Total	$ 962,089

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7. COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Commitments And Contingencies Details Narrative
Property management fees	$ 29,110	$ 2,633	$ 58,262	$ 0

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1. ORGANIZATION

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

1. ORGANIZATION AND OPERATIONS

American Housing REIT Inc. (the “Company”) was incorporated in Delaware on December 4, 2009 under the name CWS Marketing & Finance Group, Inc., later renamed to OnTarget360 Group, Inc. (“OnTarget”), and acquired by the Hong Kong company known as Heng Fai Enterprises, Ltd. (“Heng Fai”) on July 19, 2013. The Company changed to its current name effective September 12, 2013 in connection with its re-domestication into a Maryland corporation and as discussed below its acquisition and management of single-family residential properties (“SFRs”) which it operates as rental properties.  As of December 31, 2014, we owned 133 properties located in Texas, Georgia, Florida, and North Carolina. AHR First Equity LLC, is a wholly owned subsidiary of the Company and it wholly owns AHR First Borrower LLC.  Both are Delaware limited liability companies that were formed on September 8, 2014 in order to facilitate the B2R financing transaction discussed in Note 10 – “Subsequent Events.”

Heng Fai owns HFE USA, LLC, our majority shareholder.  As of December 31, 2014, HFE USA, LLC owns an aggregate of 624,504 (or 99.8%) of our outstanding common stock.

Our primary business strategy is to acquire, lease and manage single-family homes as well-maintained investment properties to generate attractive risk-adjusted returns over the long-term. We employ a disciplined and focused approach to evaluating acquisition opportunities, considering the mix of rent yield and future home price appreciation potential when selecting a market and investment. Our strategic aggregation of single-family homes provides a strong foundation for creating long-term home price appreciation in our portfolio. We believe our founders’ years of experience in the single-family rental sector provides us with the expertise to successfully execute our business strategy nationally to institutional standards. We are building the infrastructure to acquire large numbers of properties through multiple acquisition channels. We source individual properties through wholesalers, aggregators, and brokers, and portfolios of properties through brokerages or directly from operators, investors or banks, and, in the future, we may source assets from these channels and government-sponsored entities, or GSEs. We generally source homes that are in “rent-ready” condition to a standard that we believe appeals to our target tenants’ preferences, enabling us to attract qualified tenants and to provide a high level of service to retain our tenants.   We plan to continue acquiring single-family homes in markets that satisfy our investment criteria.

On July 18, 2014, the Company completed a reverse stock split of the outstanding shares of its Common Stock at the ratio of 1-for-150 (the “Reverse Stock Split”).  All share and per share information contained herein gives retroactive effect to the Reverse Stock Split.

We changed our fiscal year from September 30 to the calendar twelve months ending December 31, effective beginning with the year ended December 31, 2014.  As a result our current fiscal period was shortened from twelve months to a three-month transition period that ended on December 31, 2014.  This change in fiscal year is required based upon our intention to qualify and be taxed as a real estate investment trust (“REIT”) for federal income tax purposes.

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Condensed Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Restricted cash	$ 241,296	$ 252,644
Shareholders Equity:
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	625,690	505,199
Common stock shares outstanding	625,690	505,199

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2. SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Consideration policy

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions between subsidiaries have been eliminated. 

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recently issued and adopted accounting standards

The Company reclassified the presentation of its twelve months ended September 30, 2014 Consolidated Statement of Cash Flows related to amounts due to related parties in order to be consistent with the presentation used for the current three months ended December 31, 2014. The current presentation includes accrued management fee expense as an “Operating Activity,” loans made to related parties as an “Investing Activity,” and loans received from related parties as a “Financing Activity.”

Income taxes

We plan on electing to be taxed as a REIT for federal income tax purposes beginning in 2015. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates, and we may be ineligible to qualify as a REIT for subsequent tax years. Even if we qualify as a REIT, we may be subject to certain state or local income taxes, and if we create a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction.

Property Acquisitions

When at the date of acquisition the property/SFR has an existing tenant the Company accounts for its acquisition of real estate in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires the purchase price of acquired properties be allocated to the acquired tangible assets and liabilities, consisting of land, building, and identified intangible assets, potentially consisting of the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and security deposits, based in each case on their fair values.  The Company has identified one intangible asset related to its in-place tenants which at the dates of acquisition aggregated to a gross amount of $162,082.  The net intangible balance as of December 31, 2014 and September 30 2014 on the accompanying Consolidated Balance Sheets is $2,535 and $14,316, respectively.  Accumulated amortization was $159,547 and $147,766 as of December 31, 2014 and September 30, 2014, respectively.

The Company allocates 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, assuming the property was vacant. Fair value for land and building is based on the purchase price for these properties. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair values of the tangible and intangible assets and liabilities acquired.

Transactions in which properties/SFRs are purchased that are not subject to an existing significant lease are treated as asset acquisitions, and as such are recorded at their purchase price, including acquisition fees, which is allocated to land and building based upon their relative fair values at the date of acquisition.

Rents and Other Receivable

Rents and other receivables primarily represents the amount of rent receivables and net rental funds which are held by the property manager on behalf of the Company, net of any allowance for amounts deemed uncollectible.  The Company assess these balances for collectability on a quarterly basis.  No write-offs were deemed warranted for the three months ended December 31, 2014.  For the twelve months ended September 30, 2014 the Company determined that rents receivable in the amount of $102,154 were not collectible and accordingly wrote that amount off via a charge to the “General and Administrative” expense line item in its twelve months ended September 30, 2014 Consolidated Statement of Operations.

Impairment of long lived assets

The Company evaluates its SFRs for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.

Security Deposits

The security deposit liability represents security deposit amounts deposited by tenants at the inception of the lease.

Leasing costs

Direct and incremental costs we incur to lease the properties are capitalized and amortized over the term of the lease, usually one year. Amortization of leasing costs is included in property operating expenses. Pursuant to the property management agreement with our property managers, we will pay a leasing fee equal to one payment of each lease’s monthly rent.  As of December 31, 2014 and September 30, 2014, we have not recorded any leasing costs.

Depreciation and amortization

Depreciation related to our properties is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 40 years.  Amortization expense is related to the Company’s in-place lease intangible asset and is calculated based on the remaining useful life of the initial lease terms.  Depreciation and amortization expense was $85,425 for the three months ended December 31, 2014, consisting of $73,644 in depreciation expense and $11,781 in amortization expense.  Depreciation and amortization expense was $6,896 for the three months ended December 31, 2013, which consisted solely of depreciation expense.  Depreciation and amortization expense was $294,622 for the twelve months ended September 30, 2014, consisting of $146,856 in depreciation expense and $147,766 in amortization expense.

Cash and Cash Equivalents

We consider all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months to be cash equivalents. We maintain our cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. We believe that this risk is not significant.  Additionally, this line item includes restricted funds (related to security deposits and minimum balances to be held in trust) in the amount of $241,296 and $252,644 as of December 31, 2014 and September 30, 2014, respectively,

Escrow deposits

Escrow deposits include refundable and non-refundable cash earnest money deposits for the purchase of properties including advances from HFE USA, LLC. In addition, escrow deposits may include amounts paid for SFR’s in certain states which require a judicial order when the risk and rewards of ownership of the property are transferred and the purchase is finalized. The escrow deposit balance was $107,462 and $151,518 as of December 31, 2014 and September 30, 2014, respectively.  The $44,056 decrease during the three month period resulted from $91,961 of the Company’s escrow funds that were used by IAD which are to be repaid by IAD to the Company (see Note 5 – “Related Party Transactions”) and transaction and related fees in the amount of $7,095, partially offset by the addition of a loan application deposit in the amount of $55,000 related to the B2R loan (see Note 10 – “Subsequent Events”).

Revenue and expense recognition

Rental income attributable to residential leases is recognized on a straight-line basis. Leases entered into between tenants and the Company are generally for a one-year term. We estimate losses that may result from the inability of our tenants to make payments required under the terms of the lease based on payment history and current credit status. As of December 31, 2014, we had no allowance for such losses. We accrue for property taxes and homeowner’s association assessments based on amounts billed, and, in some circumstances, estimates and historical trends when bills or assessments are not available. If these estimates are not reasonable, the timing and amount of expenses recorded could impact our consolidated financial statements.

Deferred Financing Cost

Deferred financing costs include legal costs incurred as of December 31, 2014 of $32,304 related to the B2R financing discussed in Note 10 – “Subsequent Events” and are amortized to interest expense on a straight-line basis over the term of the loan which approximates the effective interest method. These costs are included in “Accounts Payable and Accrued Expenses” in the accompanying Consolidated Balance Sheet as of December 31 2014.

Segment reporting

Under the provision of ASC Topic 280, “Segment Reporting,” the Company had determined that it has one reportable segment with activities related to acquiring, renovating, leasing and operating single-family homes as rental properties. One hundred percent of the Company’s revenues are derived from rental income through the leasing of its properties.

Fair Value of Financial Instruments

Fair value is a market-based measurement, and should be determined based on the assumptions that market participants would use in pricing an asset or liability. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

●   Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;

●   Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

●   Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying amount of rents and other receivables, prepaid expenses and other assets, accounts payable and accrued expenses and notes payable to majority shareholder approximate fair value because of the short maturity of these amounts.

Recently Issued Accounting Standards

The Company reclassified the presentation of its twelve months ended September 30, 2014 Consolidated Statement of Cash Flows related to amounts due to related parties in order to be consistent with the presentation used for the current three months ended December 31, 2014. The current presentation includes accrued management fee expense as an “Operating Activity,” loans made to related parties as an “Investing Activity,” and loans received from related parties as a “Financing Activity.”

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Document and Entity Information (USD $)	3 Months Ended
	Dec. 31, 2014	Mar. 31, 2014
Document And Entity Information
Entity Registrant Name	American Housing REIT Inc.
Entity Central Index Key	0001506385
Document Type	10-KT
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		625,690
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

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3. Lease Income (Tables)

3 Months Ended

Dec. 31, 2014

Lease Income Tables

Lease Income

Calendar year 2015	$	907,830
Calendar year 2016		54,259
Total	$	962,089

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Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Rental revenue	$ 409,603	$ 33,705	$ 915,979	$ 0
Other revenue	11,011	2,281	18,570	0
Total Revenues	420,614	35,986	934,549	0
Expenses:
Property Operating Expenses	179,276	439	142,194	0
General and administrative	73,782	12,308	398,705	50,864
Property management fees	29,110	2,633	58,262	0
Real estate taxes	64,093	5,545	132,822	0
Homeowners' association fees	8,463	258	19,125	0
Depreciation and amortization	85,425	6,896	294,622	0
Interest expense	106,295	0	145,002	0
Income tax	18,200	1,600	2,405	0
Total expenses	564,644	29,679	1,193,137	50,864
(Loss) from continuing operations	(144,030)	6,307	(258,588)	(50,864)
Income from discontinued operations	0	0	0	78,144
Net (loss) income	$ (144,030)	$ 6,307	$ (258,588)	$ 27,280
Net (loss) income per share – Basic and Diluted Continuing operations	$ (0.25)	$ 0.27	$ (1.39)	$ (2.21)
Net (loss) income per share – Basic and Diluted Discontinued operations	$ 0	$ 0	$ 0	$ 3.39
Net (loss) income per share – Basic and Diluted	$ (0.25)	$ 0.27	$ (1.39)	$ 1.18
Weighted-average number of shares outstanding - Basic and Diluted	571,993	23,030	186,102	23,030

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6. SINGLE FAMILY RESIDENCE ACQUISITIONS

3 Months Ended

Dec. 31, 2014

Real Estate [Abstract]

6. SINGLE FAMILY RESIDENCE ACQUISITIONS

As of December 31, 2014, the Company had purchased 133 single family homes. The estimated useful lives of the buildings and improvement related to these assets is generally between 5 and 40 years.  The following table sets forth the metropolitan statistical area, metropolitan division, number of homes, and aggregate net investment (see (1) below), and average investment for each home acquired.

MSA/Metro Division	Number of Homes		Aggregate Investment (1)		Average Investment per Home
Florida		13	$	1,262,273	$	97,098
Georgia		31	$	2,751,147	$	88,747
North Carolina		3	$	282,734	$	94,245
Texas		86	$	10,897,897	$	126,720
Total and Weighted Average		133	$	15,194,051	$	114,241

(1)   The aggregate investment amount in the table above of $15.2 million includes an identified intangible asset of $162,082 and acquisition costs that were expensed of $151,900.

As discussed in Note 2 - “Significant Accounting Policies,” when at the date of purchase the property has an existing tenant the Company accounts for the acquisition as a business combination in accordance with ASC Topic 805.

The Company computes depreciation using the straight-line method over the estimated useful lives of forty years for building cost.  We make this determination based on subjective assessments as to the useful lives of our 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.

The purchase price for the single family homes was funded by the Company’s majority shareholder under the Master Funding Agreement, as discussed in Note 5 – “Related Party Transactions.”

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5. RELATED PARTY TRANSACTIONS

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

5. RELATED PARTY TRANSACTIONS

Allocated General and Administrative Expenses

In the future, the Company may receive an allocation of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated to the operations of the properties.  There were no allocated general and administrative expenses from the Advisor for the three months ended December 31, 2014 and the twelve months ended September 30, 2014, respectively.

Notes Payable to Majority Shareholder

The Company’s total outstanding notes payable to majority shareholder balance was $7,899,051 at December 31, 2014.  HFE USA, LLC, the majority shareholder has loaned the Company funds to acquire the SFRs since inception. On April 14, 2014, the Company entered into a Master Funding Agreement with HFE USA, LLC, with effective date of January 1, 2014. HFE USA, LLC has advanced, prior to the effective date, and may advance, from time to time thereafter, funds to the Company on an interest-free basis (collectively, the “Loans”). The Loan proceeds are to be used by us to acquire single family homes and for other general corporate purposes. As of December 31, 2014, the Company has cumulatively borrowed $15,225,647 under the Loans, of which $15,042,149 was used by us to acquire single family homes and $131,036 was used for general corporate purposes (the “Deployed Funds”) leaving a balance of $52,462 (the “Undeployed Funds”) in escrow as of December 31, 2014. An additional $55,000 was received in a separate escrow as a loan application deposit related to the B2R loan (see Note 10 - “Subsequent Events”) resulting in total escrow deposits on the accompanying Consolidated Balance Sheet as of December 31, 2014, of $107,462. No funds were borrowed and no homes were acquired during the three months ended December 31, 2014.  The balance in escrow was $151,518 as of September 30, 2014.  Until the date of termination as defined in the Master Funding Agreement, any Loan from HFE USA, LLC to the Company will be evidenced by an interest-free demand promissory note (the “Master Note”).

On each date of deployment of any proceeds of the Loans, the outstanding principal balance of the Master Note will be automatically, and without further action by the Company or HFE USA, LLC, reduced on a dollar for dollar basis by the amount of such deployed proceeds. Thereafter, one half of the amount of such deployed proceeds will be evidenced by a convertible demand promissory note dated as of the applicable deployment date made and one half of the amount will be deemed to be a contribution to the capital of the Company, with respect to which the Company agrees to issue its common stock in exchange therefor at a conversion price equal to $0.0810.

On April 14, 2014 we agreed with HFE USA, LLC to convert $3,050,218 of the Deployed Funds and issue an unsecured convertible promissory note bearing interest at the rate of 4.0% per annum effective as of January 1, 2014, payable on demand, but no later than March 1, 2019 (the “HFE Note 1”).  Payment of interest shall be made in cash annually in arrears on each March 1 of each calendar year, commencing on March 1, 2015.  No payments of principal are due within the next 12 months. HFE USA, LLC may elect to convert all or a portion of the outstanding principal amount of the HFE Note 1 into shares of common stock in an amount equal to the principal amount of the HFE Loan, together with accrued but unpaid interest, divided by $12.1575 (adjusted from $0.0810 due to the Reverse Stock Split).

In conjunction with the issuance of the HFE Note 1, we agreed with HFE USA, LLC to treat $3,050,218 of the Deployed Funds as a contribution to our capital and agreed to issue 250,892 shares of our unregistered common stock to HFE USA, LLC at a conversion price of $12.1575 per share (adjusted from $0.08105 due to the Reverse Stock Split).  As we use additional amounts of the HFE Master Funding Agreement in the future for acquisitions or working capital purposes, such amounts will be treated one-half as a loan and one-half as a contribution to our capital on the same terms as the April 14, 2014 conversion discussed above.  Shares of our unregistered common stock issued to HFE USA, LLC as a result of these conversions will be subject to customary anti-dilution rights in the event of stock splits, stock dividends and similar corporate events.

On July 18, 2014 the Board of Directors of the Company restructured this amount pursuant to the Master Funding Agreement.  The Company converted the deployed portion of this funding to $2,811,515 in an unsecured convertible promissory note bearing interest at the rate of 4.0%, payable on demand, but no later than March 1, 2019 (the “HFE Note 2”). Payment of interest shall be made in cash annually in arrears on each March 1 of each calendar year, commencing on March 1, 2015.  In conjunction with the issuance of the HFE Note 2, we agreed with HFE USA, LLC to convert the remaining $2,811,515 into unregistered shares of the Company’s common stock at $12.1575 per share (adjusted from $0.08105 due to the Reverse Stock Split) and issued an additional 231,257 common shares of the Company to HFE USA, LLC.

On November 11, 2014, the Board authorized the issuance of $1,464,863 in convertible debt (‘HFE Note 3”) and the conversion of $1,464,863 of HFE USA. LLC funding into unregistered shares of our common stock at $12.1575 per share and are due to issue an additional 120,491 common shares of the Company to HFE USA, LLC.  Additionally, in December 2014, the Company converted $207,250 of the deployed portion to an unsecured convertible promissory note bearing interest at the rate of 4.0%, payable on demand, but no later than March 1, 2019.

Subsequent to these transactions, at December 31, 2014, HFE USA, LLC owns 624,504 (or 99.8%) of the Company’s outstanding common stock.

Interest expense on the notes was $106,295 and $145,002 for the three months ended December 31, 2014 and the twelve months ended September 30, 2014, respectively.  As of December 31, 2014 and September 30, 2014, accrued interest was $251,297 and $145,002, respectively, and is included in the “Accounts Payable and Accrued Expenses” line item in the accompanying Consolidated Balance Sheets.

Additionally, during the three months ended December 31, 2013, HFE USA, LLC loaned the Company $5,805,195 of which $3,962,479 was used to fund acquisitions and for escrow deposits of $1,843,441.

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature.  

Due to Related Parties, Net

As of December 31, 2014, the Company has a net related party payable balance of $242,351 that reflected amounts collectively due to the Manager and Inter-American Development (“IAD”).  As of September 30, 2014, the Company had a net related payable balance of $245,977.  The decrease in the net payable during the three month period of $3,626 resulted from loans made to IAD in the amount of $90,626 partially offset by the management fee payable due of $60,000 and a net additional amount loaned by the Company of $27,000.

The net payable balance at December 31, 2014 consisted primarily of a management fee due to the Manager of $180,000 and approximately $102,000 on a net basis due to IAD related to escrow funds used (approximately $194,000 due to IAD by the Company, partially offset by approximately $92,000 that IAD owes the Company for escrow funds used by IAD).  These payables were partially offset by amounts loaned to the respective entities by the Company which are to be repaid.

Management Agreement

On November 10, 2014, the Company entered into a Management Agreement, with an effective date of April 1, 2014, with the Manager, a Delaware limited liability company and an affiliate of the Company.  Under the terms of the Management Agreement, the Manager is responsible for designing and implementing our business strategy and administering our business activities and day-to-day operations.  For performing these services, the Company will pay the Manager 8% of rental revenue for property management services and a base management fee equal to the greater of (a) 1.50% per annum of our net asset value (the value of our assets less the value of our liabilities), or (b) $20,000 per calendar month.  For the three months ended December 31, 2014 and the twelve months ended September 30 2014, management fees of $60,000 and $120,000, respectively (since April 1, 2014), were incurred and expensed by the Company, due to the Manager, and remain unpaid as of December 31, 2014 and September 30, 2014.  The management fee expense is included in the “General and Administrative” expense line item in the accompanying Consolidated Statements of Operations and the unpaid management fee balance is included in the “Due to Related Parties, Net” line item in the accompanying Consolidated Balance Sheets.

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6. SINGLE FAMILY RESIDENCE ACQUISITIONS (Details) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Number of Homes	133
Aggregate Investment	$ 15,194,051
Average Insvestment Per Home	114,241
Florida
Number of Homes		13
Aggregate Investment		1,262,273
Average Insvestment Per Home		97,098
Georgia
Number of Homes		31
Aggregate Investment		2,751,147
Average Insvestment Per Home		88,747
North Carolina
Number of Homes		3
Aggregate Investment		282,734
Average Insvestment Per Home		94,245
Texas
Number of Homes		86
Aggregate Investment		10,897,897
Average Insvestment Per Home		$ 126,720

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6. SINGLE FAMILY RESIDENCE ACQUISITIONS (Tables)

3 Months Ended

Dec. 31, 2014

Real Estate [Abstract]

Fair values of the assets acquired

MSA/Metro Division	Number of Homes		Aggregate Investment (1)		Average Investment per Home
Florida		13	$	1,262,273	$	97,098
Georgia		31	$	2,751,147	$	88,747
North Carolina		3	$	282,734	$	94,245
Texas		86	$	10,897,897	$	126,720
Total and Weighted Average		133	$	15,194,051	$	114,241

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9. INCOME TAXES

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Income Taxes

The components of the provision for income taxes for the three-month period ended December 31, 2014 and the 12-month period ended September 30, 2014 is as follows:

	December 31, 2014			September 30, 2014
Current:
Federal	$	10,600		$	2,405
State and local		7,600			-
Total current tax provision	$	18,200		$	2,405
Deferred:
Federal		-			-
State		-			-
Total deferred tax provision		-			-
Total tax provision	$	-		$	2,405
Temporary Differences:
Deferred Tax Assets:
Non-operating loss carry forward at 34%	$	50,000		$	50,000
Less: valuation allowance		(50,000	)		(50,000	)
Net deferred tax asset		-			-
Prepaid rent at 34%		861			2,462
Depreciation at 34%		-			732
Related party interest at 34%		36,140			49,845
Related party management fee at 34%		20,400
Less: reserve due to REIT election		(57,401	)		(53,039	)
Deferred tax assets		-			-
Deferred Tax Liabilities		-			-
Net Deferred Tax Asset	$	-		$	-

For the 2015 tax year, the Company is planning to elect and qualify as a REIT under the Internal Revenue Code.  To qualify as a REIT, it must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its adjusted taxable income to its stockholders.  It is management’s current intention to adhere to these requirements and be eligible to be a REIT for the year ended December 31, 2015.  In preparation to be a REIT, the Company changed its tax year end by filing a short period return for the three months ended December 31, 2013.

As a REIT, it generally will not be subject to corporate level federal income tax on taxable income distributed to stockholders.  If it fails to qualify as a REIT for the 2015 tax year, it will be subject to federal income taxes at corporate tax rates.  Even if it qualifies to be taxed as a REIT for 2015, it may be subject to state taxes and federal income and excise taxes on any undistributed taxable income.  For the 2015 tax year, the Company intends to distribute all of its taxable income; therefore, all deferred tax assets have been reserved.  Regarding state taxes, a REIT is still subject to the Texas franchise tax, even though the REIT receives a federal dividends paid deduction for taxable income.  The Texas franchise tax is .575% of gross receipts.  The amount of the estimated Texas franchise tax for 2014 is $7,600. 

The Company follows ASC Topic 740, “Accounting for Income Taxes,” to recognize, measure, present and disclose in its consolidated financial statements uncertain tax positions that it has taken or expects to be taken on a tax return. As of December 31, 2014, the Company did not have any liabilities for uncertain tax positions that it believes should be recognized in its consolidated financial statements. The Company is not subject and has not been subject to any federal or state income tax examinations.

The Company had federal and state net operating loss carry forwards of approximately $147,000, as of December 31, 2014 and September 30, 2014, respectively. The tax loss carry forwards are available to offset future taxable income with the federal and state carry forwards beginning to expire in 2026. The realization of the tax benefits are subject to the sufficiency of taxable income in future years. The combined deferred tax assets represent the amounts expected to be realized before expiration.

The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, the Company concluded that it is not likely that its net deferred tax assets will ultimately be recovered; as such, it recorded a valuation allowance for the net operating loss and a reserve due to the anticipated REIT election.  Additionally, under IRS Section 382, net operating losses incurred prior to a change in ownership can be limited. Such a change took place for the Company this fiscal year resulting in estimated forfeiture of all net operating losses incurred prior to the change in control.

There is no difference between the expected income tax expense and the actual tax expense computed by using the Federal statutory rate of 0% and 34%, respectively.

The Company is electing REIT status for 2015 and distributing all income. Therefore, the Federal statutory rate is 0%.

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7. COMMITMENTS AND CONTINGENCIES

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

7. COMMITMENTS AND CONTINGENCIES

Property Management Agreement

The Company has entered into property management agreements with the property managers under which the property managers generally oversaw and directed the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. We pay our property managers a property management fee equal to 8% of collected rents and a leasing fee equal to one month of each lease’s annual rent. For the three months ended December 31, 2014 and 2013 and the twelve months ended September 30, 2014, property management fees incurred by the property managers were $29,110, $2,633, and $58,262, respectively.  During these periods there were no leasing fees incurred to the property managers.

Office Lease

Our office is located at 4800 Montgomery Lane, Suite 450, Bethesda, Maryland, 20814.  The office space is allocated to us from the Manager at prevailing rental rates and terms.

Litigation

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.

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 financial position, consolidated results 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.

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8. DISCONTINUED OPERATIONS

3 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

8. DISCONTINUED OPERATIONS

Prior to July 19, 2013, the Company’s strategy was to operate as an interactive marketing agency that provided people, processes and tools to help clients improve the results generated by their marketing efforts. The services included both interactive market optimization services, including website design and technology support including point of purchase capabilities and driving website traffic. Currently and going forward the Company plans to focus on the acquisition and management of SFRs and therefore the interactive marketing agency business has been discontinued and its results are accounted for under ASC 205, “Discontinued Operations.”

The Company’s Consolidated Balance Sheet amounts were not separately presented as discontinued operations/held for sale.  The results of discontinued operations of the interest dating, review and information website for the twelve months ended September 30, 2013 is summarized as follows:

	Twelve Months Ended September 30, 2013
Revenues:
Custom professional service	$	500
Monthly subscription fees		46,500
Total revenues		47,000
Cost of revenues		27,377
Gross profit		19,623
Operating Expenses:
General and administrative		74,518
General and administrative from related party		3,000
Total operating expenses		77,518
Loss from operations		(57,895	)
Other income (expense)
Change in the fair value of derivative liability		(755	)
Debt forgiven		136,815
Total other income		136,060
Income before taxes		78,165
Income tax provision		21
Income from discontinued operations	$	78,144

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10. SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Property Acquisitions

From January 1, 2015 through March 27, 2015, we acquired 25 single-family properties for an aggregate investment of approximately $2.2 million and we also had 13 single-family properties pending close for an aggregate investment of approximately $1.1 million.

Sale of Five Homes from IAD to AHR

During calendar year 2014 IAD acquired 5 homes at an average price of approximately $110,000 with the intention of having minor renovations made to the homes and subsequently selling them to AHR at IAD’s net carrying value at the time of the sale. The five homes were sold by IAD to AHR in March 2015 for a total of approximately $600,000, and therefore became part of AHR’s portfolio of homes in March 2015.  Similar transactions are not expected to occur between IAD and AHR in the future.

B2R Loan

AHR First Borrower, LLC, a Delaware limited liability company (“Borrower”), which is an indirect wholly owned subsidiary of the Company entered into a loan agreement, dated as of January 15, 2015 (the “Loan Agreement”), with B2R Finance L.P., as lender (“Lender”).  Pursuant to the Loan Agreement, Borrower borrowed $5,000,000 (the “Loan”) from Lender.  The Loan is a two-year, floating rate loan.  The floating rate is computed monthly based on three-month LIBOR (subject to a LIBOR floor rate of 0.25%) plus a fixed spread of 4.75%.  Interest on the Loan is paid monthly beginning on March 8, 2015.  The Loan is secured by first priority mortgages on a portfolio of 72 single-family homes operated as rental properties (collectively, the “Properties”) owned by the Borrower.

The initial maturity date of the Loan is February 8, 2017 (the “Stated Maturity Date”).  Borrower has the option to extend the Loan beyond the Stated Maturity Date for three successive one-year terms, provided that (i) there is no event of default under the Loan Agreement on the applicable maturity date, (ii) Borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to Lender, (iii) all amounts due and payable by Borrower pursuant to the Loan as of the applicable maturity date have been paid in full, (iv) Borrower pays to Lender an extension fee equal to 0.25% of the outstanding principal balance of the Loan on the applicable maturity date and (v) the debt service coverage ratio as of the applicable maturity date, and the date the extension option is exercised, is not less than 1.30 : 1.00.  The Loan Agreement requires that Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on indebtedness Borrower can incur, limitations on sales and dispositions of the Properties and various restrictions on the use of cash generated by the operations of the Properties while the Loan is outstanding.  The Loan Agreement also includes customary events of default, the occurrence of which would allow the Lender to accelerate payment of all amounts outstanding thereunder.

As of December 31, 2014, the Company incurred legal costs related to securing this loan in the amount of $32,304.  These costs are included in “Deferred Financing Costs” in the accompanying Consolidated Balance Sheets.

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9. Income Taxes (Tables)

3 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Components of the provision (benefit) for income taxes

	December 31, 2014			September 30, 2014
Current:
Federal	$	10,600		$	2,405
State and local		7,600			-
Total current tax provision	$	18,200		$	2,405
Deferred:
Federal		-			-
State		-			-
Total deferred tax provision		-			-
Total tax provision	$	-		$	2,405
Temporary Differences:
Deferred Tax Assets:
Non-operating loss carry forward at 34%	$	50,000		$	50,000
Less: valuation allowance		(50,000	)		(50,000	)
Net deferred tax asset		-			-
Prepaid rent at 34%		861			2,462
Depreciation at 34%		-			732
Related party interest at 34%		36,140			49,845
Related party management fee at 34%		20,400
Less: reserve due to REIT election		(57,401	)		(53,039	)
Deferred tax assets		-			-
Deferred Tax Liabilities		-			-
Net Deferred Tax Asset	$	-		$	-

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7. Income Taxes (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014
Current
Federal	$ 10,600	$ 2,405
State and local	7,600	0
Total current tax provision	18,200	2,405
Deferred
Federal	0	0
State	0	0
Total deferred tax provision (benefit)	0	0
Total tax provision	0	2,405
Temporary Differences
Deferred Tax Assets: Non-operating loss carry forward at 34%	50,000	50,000
Less: valuation allowance	(50,000)	(50,000)
Net deferred tax asset	0	0
Prepaid rent at 34%	861	2,462
Depreciation at 34%	0	732
Related party interest at 34%	36,140	49,845
Related party management fee at 34%	20,400
Less: reserve due to REIT election	(57,401)	(53,039)
Deferred tax assets	0	0
Deferred Tax Liabilities	0	0
Net Deferred Tax Asset	$ 0	$ 0

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STATEMENTS OF SHAREHOLDERS’ EQUITY (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance - Amount at Sep. 30, 2012	$ 230	$ 108,041	$ (174,490)	$ (66,219)
Beginning Balance - Shares at Sep. 30, 2012	23,050
Net income (loss)			27,280	27,280
Ending Balance, Amount at Sep. 30, 2013	230	108,041	(147,210)	(38,939)
Beginning Balance - Shares at Sep. 30, 2013	23,050
Common shares issued upon conversion of debt, Shares	482,149
Common shares issued upon conversion of debt, Amount	4,821	5,856,912		5,861,733
Capital contribution - HFE		12,307		12,307
Dividends to shareholders			(192,683)	(192,683)
Net income (loss)			(258,588)	(258,588)
Ending Balance, Amount at Sep. 30, 2014	5,051	5,977,260	(598,481)	5,383,830
Ending Balance, Shares at Sep. 30, 2014	505,199
Common shares issued upon conversion of debt, Shares	120,491
Common shares issued upon conversion of debt, Amount	1,205	1,463,658		1,464,863
Dividends to shareholders			(152,668)	(152,668)
Net income (loss)			(144,030)	(144,030)
Ending Balance, Amount at Dec. 31, 2014	$ 6,256	$ 7,440,918	$ (895,179)	$ 6,551,995
Ending Balance, Shares at Dec. 31, 2014	625,690

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4. SHAREHOLDERS' EQUITY

3 Months Ended

Dec. 31, 2014

Notes to Financial Statements

4. SHAREHOLDERS' EQUITY

Effective as of September 12, 2013, as part of the reincorporation of the Company by merger with and into American Housing REIT Inc., the Company increased its authorized shares of capital stock to 110,000,000, $0.01 par value per share, of which 100,000,000 shares are authorized as common stock and 10,000,000 as preferred stock. The Company had 625,690 and 505,199 of common stock issued and outstanding as of December 31, 2014 and September 30, 2014, respectively.

On April 14, 2014, the Company converted $3,050,218 of an unsecured convertible promissory note as a contribution to our capital and issued 250,892 shares of our unregistered common stock to HFE USA, LLC at a conversion price of $12.1575 per share (adjusted from $0.08105 due to the Reverse Stock Split). Additionally, on July 18, 2014, the Company converted $2,811,515 of the unsecured promissory note as a contribution to our capital and issued an additional 231,257 shares of our unregistered common stock to HFE USA, LLC at a conversion price of $12.1575 per share (adjusted from $0.08105 due to the Reverse Stock Split).  From these two conversions a total of 482,149 in common shares were issued with a total conversion dollar amount of $5,861,733.

During the twelve months ended September 30, 2014, Heng Fai paid expenses on behalf of the Company in the amount of $12,307, which was recorded as additional paid-in-capital in the accompanying Consolidated Balance Sheet.

On April 17, 2014, we declared a quarterly cash dividend on our common stock to stockholders of record on April 23, 2014, in the amount of $0.255 per share for a total amount paid of $69,850. On July 18, 2014, we declared a dividend of $0.24315 per share to common stock holders of record as of July 31, 2014 for a total amount paid of $122,833. Total dividends paid during the year ended September 30, 2014 were $192,683.

On October 31, 2014, the Company declared a dividend of $0.24315 per share to common stock holders as of November 10, 2014, for a total amount paid of $152,668.

On November 11, 2014, the Board authorized the issuance of $1,464,863 in convertible debt and the conversion of $1,464,863 of HFE USA. LLC funding into unregistered shares of our common stock at $12.1575 per share and are due to issue an additional 120,491 common shares of the Company to HFE USA, LLC.  Additionally, in December 2014, the Company converted $207,250 of the deployed portion to an unsecured convertible promissory note bearing interest at the rate of 4.0%, payable on demand, but no later than March 1, 2019.

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8. DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Summary of discontinued operations

	Twelve Months Ended September 30, 2013
Revenues:
Custom professional service	$	500
Monthly subscription fees		46,500
Total revenues		47,000
Cost of revenues		27,377
Gross profit		19,623
Operating Expenses:
General and administrative		74,518
General and administrative from related party		3,000
Total operating expenses		77,518
Loss from operations		(57,895	)
Other income (expense)
Change in the fair value of derivative liability		(755	)
Debt forgiven		136,815
Total other income		136,060
Income before taxes		78,165
Income tax provision		21
Income from discontinued operations	$	78,144