Information Statements (revised) (prer14c)

Date : 05/19/2017 @ 2:59PM
Source : Edgar (US Regulatory)
Stock : American Housing Income Trust, Inc. (QB) (AHIT)
Quote : 0.4  -0.35 (-46.67%) @ 4:00PM
American Housing Income Trust, share price Chart

Information Statements (revised) (prer14c)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

————

SCHEDULE 14C/A

(Rule 14c-101)

AMENDED SCHEDULE 14C INFORMATION

 

 

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

Preliminary Information Statement      
             
Definitive Information Statement      
             
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

AMERICAN HOUSING INCOME TRUST, INC.

(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required      
           
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
           
(1) Title of each class of securities to which transaction applies: _____________________
           
(2) Aggregate number of securities to which transaction applies: _____________________
           
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____________________
           
(4) Proposed maximum aggregate value of transaction: _____________________
           
(5) Total fee paid: _____________________  
           
Fee paid previously with preliminary materials.  
           
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
           
(1) Amount Previously Paid: _____________________
           
(2) Form, Schedule or Registration Statement No.: _____________________
           
(3) Filing Party: _____________________  
           
(4) Date Filed: _____________________   

 

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AMERICAN HOUSING INCOME TRUST, INC.

34225 N. 27 th Drive Building 5

Phoenix, Arizona 85058
(623) 551-5808

 

NOTICE OF ACTION BY
WRITTEN CONSENT OF MAJORITY SHAREHOLDERS

 

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

 

Attention Shareholders:

 

We are furnishing this notice and the accompanying information statement (the “Information Statement”) to the holders of shares of common stock, par value $0.01 per share (“Common Stock”), of American Housing Income Trust, Inc., a Maryland corporation (the “Company”) pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the action described below (the “Actions”) taken by written consent of the holders of a majority of the issued and outstanding shares of Common Stock:

 

  1. The Company’s amendment to its Articles of Incorporation, as amended (the “Articles”) changing, its name from “American Housing Income Trust, Inc.” to “Corix Bioscience, Inc.” and ratifying the Real Estate Committee as a committee to the Board of Directors; and
     
  2. Following the amendment to its Articles of Incorporation, effectuating a conversion from the State of Maryland to the State of Wyoming pursuant to the Board of Directors Consent Resolution and Plan of Conversion dated March 27, 2017 (the “Plan of Conversion”).

 

The purpose of this Information Statement is to notify our shareholders that on April 11, 2017 the owners of approximately 50.6% of our issued and outstanding shares of Common Stock voted for the Actions in lieu of a meeting, as allowed for under our Articles and Bylaws of the Company, as amended (the “Bylaws”), affirming the predetermined actions detailed herein as consented to by former IX Biotechnology, Inc. shareholders (“IXB Shareholders”) prior to the Company’s execution of the Stock Exchange Agreement with IX Biotechnologies, Inc. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Actions will become effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our shareholders.

 

The written consent that we received confirming the predetermined action by the IXB Shareholders constitutes the only shareholder approval required for the Actions under Maryland and Wyoming law and, as a result, no further action by any other shareholder is required to approve the Actions and we have not and will not be soliciting your approval of the Actions.

 

This notice and the accompanying Information Statement are being mailed to our shareholders on or about May __, 2017.  This notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.

 

 

By Order of the Board of Directors,

 

 

/s/ Michael Ogburn

Chairman of the Board

 

 

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AMERICAN HOUSING INCOME TRUST, INC.

34225 N. 27 th Drive Building 5

Phoenix, Arizona 85058
(623) 551-5808

 

__________________________________

 

INFORMATION STATEMENT

 

Action by Written Consent of Majority of Shareholders

__________________________________

 

 

ITEM 1. INFORMATION REQUIRED BY SCHEDULE 14A

 

GENERAL

 

This Information Statement is being furnished to the holders of shares of common stock, par value $0.01 per share (“Common Stock” or the “Company’s Common Stock”) of American Housing Income Trust, Inc. in connection with the action by written consent of the holders of a majority of our issued and outstanding shares of Common Stock taken without a meeting to approve the Actions, as defined above and as described in this Information Statement. In this Information Statement, all references to “the Company,” “we,” “us” or “our” refer to American Housing Income Trust, Inc. We are mailing this Information Statement to our shareholders of record on or about April 20, 2017. 

 

Pursuant to Rule 14c-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Actions will not become effective until 20 calendar days following the date on which this Information Statement is first mailed to our shareholders.

 

The Company is paying the entire cost of furnishing this Information Statement. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Company’s Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.

 

Action by Majority Shareholders

 

On March 27, 2017, the Board of Directors, upon receipt of voting statements, confirming the predetermined action consented to by the IXB Shareholders, constituting a majority of the shares of Common Stock, consented to the implementation of those actions set forth in the Board of Directors’ Consent Resolution and Plan of Conversion (hereinafter, the “Plan of Conversion”). The Plan of Conversion was adopted pursuant to the Maryland General Corporation Law (“MGCL”), and more specifically, Section 3-902 et seq. therein, (b) the Wyoming Business Corporation Act (the “WBCA”), and more specifically, Section 17-26-101 therein of the Wyoming Business Corporation Act.

 

The actions consented to were as follows (the “Actions”):

 

  · Action No. 1:  The Company’s amendment to its Articles of Incorporation, as amended (the “Articles”), changing its name from “American Housing Income Trust, Inc.” to “Corix Bioscience, Inc.” and ratifying the organization of the Real Estate Committee as a committee to the Board of Directors;
     
  · Action No. 2: Following the amendment to its Articles, the Company implementation of the Plan of Conversion resulting in the Company being converted from a Maryland to a Wyoming corporation.

   

 

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As of the close of business on April 20, 2017, we had 19,739,929 shares of Common Stock outstanding of the Company. Each share of outstanding Common Stock is entitled to one vote.

 

On April 11, 2017, pursuant the Maryland Act and as provided by the Articles and the Company’s Bylaws, as amended (the “Bylaws”), we received written consents approving the Actions from shareholders holding an aggregate of 10,000,000 shares of Common Stock representing 50.6% of our outstanding shares of Common Stock (the “Majority Shareholders”). The Majority Shareholders were previously IXB Shareholders, who collectively received 10,000,000 shares of the Company’s Common Stock as a result of the Stock Exchange Agreement entered into between the Company and IX Biotechnologies. The consents received, and attached as Exhibit E to the Plan of Conversion, memorialized the predetermined action approved of by the IXB Shareholders to initiate and approve the Plan of Conversion. Thus, your consent is not required and is not being solicited in connection with the approval of the Action.

 

CHANGES TO THE ARTICLES OF INCORPORATION

 

Overview

 

Pursuant to Article II, Section 10 of the Bylaws of the Company and Article VIII of the Articles of Incorporation for the company, the Majority Shareholders approved the recommendation of the Board of Directors to change the name of the Company from American Housing Income Trust, Inc., to Corix Bioscience, Inc. Written consents from the Majority Shareholders were received by the Company on April 11, 2017. As of the date of this filing, the Company has 19,739,929 shares of Common Stock issued and outstanding. The Company’s name change is memorialized in the Amended and Restated Articles of Incorporation, attached as Exhibit A to the Plan of Conversion.

 

The Company intends on filing a Corporate Action with the Financial Industry Regulatory Authority (“FINRA”) to have the Company’s trading symbol changes on the OTC Marketplace to an appropriate symbol reflecting the new corporate name after the “Plan of Conversion,” as outlined above, is completed.

 

Additionally, the Articles will be amended to adopt and formalize the implementation of the Real Estate Committee, which will manage all aspects of the Company’s real estate holdings moving forward. The Real Estate Committee will be managed independently from the Board of Directors and is presently made up of three Directors. The Company views the implementation of the Real Estate Committee as important to the organizational structure of the Company. It allows the Board of Directors to move forward with new business proposals, while allowing the real property holdings of the Company to be managed independently in a manner consistent with its prior management.

 

Stockholders are urged to read the Plan of Conversion, as it is a legal documents that outlines amendments to the Articles and other actions that will be taken by the Company.

 

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Reasons for the Changes to the Articles

 

After its recent acquisition of IX Biotechnology, Inc., a Wyoming corporation (“IXB”), the Company developed a plan to enter a new market beyond the scope of residential housing acquisition and management. The Company developing and distributing canabidiol (“CBD”) oil. Accordingly, the Board of Directors believes that the Company’s name change to Corix Bioscience, Inc., will better reflect the diversification of the Company’s holdings and the Company’s overall business after it enters this new market. Further, the formation of the Real Estate Committee allows for the real property assets of the Company to be managed by an independent committee, while the Board of Directors can separately oversee the Company’s entrance into new markets. The name change was conditional upon the Company’s acquisition of IXB, as the IXB Shareholders—currently the Majority Shareholders—had predetermined that the Company’s name would be changed once the acquisition of IXB was complete. The voting statements memorialize this approval.

 

Effect of the Changes to the Articles

 

The Company’s name change will become effective upon filing the amended Articles with the Maryland Secretary of State, which we anticipate will occur approximately 20 days after this Information Statement has been distributed to the Company's stockholders. If the name change is effectuated as planned, the Company will explore changing its trading symbol from “AHIT” to a symbol that reflects the Company’s new name. The Real Estate Committee has already been formed, pursuant to Article III, Section 12 of the Articles, as amended. The formation of the Real Estate Committee will be memorialized in the amended Articles upon the filing of the same.

 

 

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THE CONVERSION TO A WYOMING CORPORATION

 

Overview

 

In or about March of 2017, the Board of Directors of the Company recommended to the Majority Shareholders that the Company enter into the Plan of Conversion, converting the Company from a Maryland corporation to a Wyoming corporation. Written consents from the Majority Shareholders were received by the Company on April 11, 2017 approving the Plan of Conversion. As of the date of this filing, the Company has 19,739,929 shares of Common Stock issued and outstanding.

 

The Board of Directors of the Company will implement the Plan of Conversion pursuant to (a) the 2015 Maryland Code Corporations and Associations (the “Maryland Act”), and more specifically, Section 3-902 et seq. therein, (b) the Wyoming Business Corporation Act (the “Wyoming Act”), and more specifically, Section 17-26-101 therein of the Wyoming Business Corporation Act, (c) Section 5.6 of the Company’s Articles of Incorporation, as amended, (d) Article III of the Copmany’s Bylaws, as amended, and (e) any other corporate governance documents.

 

Under Maryland law, a domestic entity may convert into a foreign entity if the provisions of the Maryland Act are followed. Under Maryland law, the conversion is proper if, in this case, Wyoming permits the conversion and the Maryland entity complies with that law in effecting the conversion; and, in this case, the Company, complies with the following pertinent provisions:

 

(a)        Md. Code Ann., Corps. & Ass’ns §3-901 . This statute governs our authority for conversion.

 

(b) Md. Code Ann., Corps. & Ass’ns §3-902 . This statute governs the approval and adoption of our Board of Directors’ recommendation for the Plan of Conversion by the majority shareholders in writing in lieu of a meeting.

 

(c)         Md. Code Ann., Corps. & Ass’ns §3-903 . This statute outlines our filing requirements with Maryland’s Departments of Assessments and Taxation, Charter Division (hereinafter, the “Maryland Department”).

 

(d)        Md. Code Ann., Corps. & Ass’ns §3-903 . This statute identifies the form we are required to file with the Maryland Department.

 

(e)        Md. Code Ann., Corps. & Ass’ns §3-901 . This statute provides the effective date and time of the conversion.

 

(f)        Md. Code Ann., Corps. & Ass’ns §3-904(5) . This statute provides that the fair market appraisal rights apply to conversations.

 

(g)        Md. Code Ann., Corps. & Ass’ns §3-202 . This statute provides the exceptions to right of shareholders to receive fair market appraisal rights.

 

The conversion, as described in the Plan of Conversion, meet the requirements under Maryland law, as well as Wyoming law. To effectuate the conversion, Articles of Conversion must be filed with the state of Maryland, and Articles of Continuance must be filed with the State of Wyoming. These steps will be taken after the Company files amended Articles changing its name, as described above. The Articles of Continuance and Articles of Conversion are attached as Exhibits C and D to the Plan of Conversion, respectively.

 

Reasons for the Conversion

 

The Company intends on entering new markets as a result of acquiring IXB. Specifically, it intends on developing and distributing CBD oil. The Company believes that Wyoming is a preferable location for these activities, as the Company and its IXB affiliates are familiar with Wyoming, lease property in Wyoming, and intend on conducting activity in Wyoming in the future.

 

 

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Effect of the Conversion

 

The conversion from a Maryland corporation to a Wyoming corporation will be effective as of the filing of the Articles of Continuance in the state of Wyoming and Articles of Conversion in the state of Maryland, which we anticipate will occur after the aforementioned amendments are made to the Articles (see above), which will occur more than twenty days after the publication of this Information Statement.

 

Additionally, the rights of the Company’s shareholders may be impacted as a result of the conversion. These changes are described in detail below.

 

Shareholder Rights under Wyoming Law as Compared to Maryland Law and Appraisal Rights

 

Amendments to Governing Documents

 

Under the Wyoming Business Corporation Act (“WBCA”), amendments to the articles of incorporation of a Wyoming corporation must first be adopted by the board of directors, and then submitted to the shareholders for approval along with the board’s recommendation. Unless the articles of incorporation state otherwise, the amendment must be approved at a meeting at which a quorum exists. The corporation must notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for approval. Amendments to bylaws follow this similar path, unless the corporation has only one class of share outstanding, in which case the board of directors can amend the corporation’s bylaws without shareholder approval.

 

This is substantially similar to the powers allotted to the board of directors and shareholders under the Maryland General Corporation Law (“MGCL”). A Maryland corporation may also provide in its charter that the board of directors, with the approval of a majority of the entire board, and without action by the shareholders, may approve amendments to the charter to increase or decrease the aggregate number of shares of stock that the corporation is authorized to issue or the number of shares of stock of any class or series that the corporation is authorized to issue. Under the MGCL, an amendment to the bylaws of a corporation requires the approval of the shareholders, unless the charter or bylaws vest the power to amend the bylaws in the board of directors.

 

Shareholder Action by Written Consent

 

The WBCA generally provides that, as long as it is evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, common shareholder action may be taken by consent in lieu of a meeting. Further, under the WBCA, if allowed by the articles of incorporation, the aforesaid consent in lieu of meeting may take place without notice to shareholders.

 

The MGCL generally provides that, unless the charter of the corporation authorizes common shareholder action by less than unanimous consent, common shareholder action may be taken by consent in lieu of a meeting only if it is given by all common shareholders entitled to vote on the matter.

 

- 7
 

 

Special Shareholder Meetings

 

Wyoming law permits special meetings of shareholders to be called by the Board of Directors or by the shareholders, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

 

Under the MGCL, the board of directors, the president and any other person specified in the charter or bylaws may call a special meeting. Further, a special meeting may generally be called if the secretary of the corporation receives written requests from twenty-five percent (25%) or more of shareholders entitled to vote.

 

Restrictions on Ownership and Transfer of Stock

 

Under both Wyoming and Maryland law, the articles of incorporation, bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of a corporation. Shares are also restricted under applicable federal and state laws.

 

Appraisal Rights

 

The WBCA allows for appraisal rights of shareholders under a variety of different situations, including, but not limited to, mergers involving the subsidiary of the corporation or where a shareholder vote is required, where shares of stock will be exchanged, certain amendments to the articles of incorporation that affect classes of stock, the conversion of a corporation into an unincorporated entity or nonprofit, and as provided in the articles of incorporation. Notably, the articles of incorporation do not include other instances where shareholders may exercise appraisal rights.

 

Maryland law allows for similar appraisal rights. However, the MGCL contained a carve-out provision that allowed corporations to exclude appraisal rights in the articles of incorporation. As a result, once the Plan of Conversion is complete, there are certain instances where shareholders will be able to exercise appraisal rights, where they were unable to do so in the past. For information regarding when a shareholder may be able to exercise shareholder rights, please refer to W.S. 17-16-1302.

 

Shareholder Rights under Governing Documents

 

Shareholder rights under the Articles have not changed as a result of the Company’s implementation of the Plan of Conversion.

 

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DISSENTERS’ RIGHT OF APPRAISAL

 

With respect to the conversion of the Company from a Maryland to a Wyoming corporation under the Plan of Conversion, the dissenter’s rights provisions under the Maryland Act are not applicable to the Actions as a result of the exclusion under the Articles. More specifically, §3-904(5) of the Maryland Act provides that the fair market appraisal rights shall apply to corporate conversions. §3-202 of the Maryland Act provides that there are limited enumerated exceptions to the right for shareholders to receive fair market appraisal rights. One such exception to the right to receive fair market appraisal value applies when the corporate charter, i.e. in our case, the Articles, explicitly excludes its shareholders from this right. The Board of Directors has concluded that this exception applies to the Actions by virtue of Section 5.4 of the Articles. The Articles provide that, “…holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subsection 2, of the MGCL [i.e. § 3-202 and fair market appraisal rights].” Accordingly, our conversion to a Wyoming corporation would not trigger the right for its shareholders to receive fair market appraisal value for their shares under §3-202 of the Maryland Act.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding our shares of Common Stock beneficially owned as of April 20, 2017 for (i) each shareholder known to be the beneficial owner of 5% or more of the Company’s outstanding shares of Common Stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days. Unless otherwise indicated, the address of each shareholder is c/o American Housing Income Trust, Inc., 34225 N. 27 th Drive Building 5 in Phoenix, Arizona 85058.

 

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person has the right to acquire within 60 days of this Information Statement. For purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of this Information Statement   is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. The beneficial ownership of each person was calculated based on 19,739,929 shares of Common Stock outstanding of the Company as of April 19, 2017.

 

Name and Address of Beneficial Owner (1)   Number of Shares Beneficially Owned   Percentage Beneficially Owned
All Executive Officers and Directors   3,069,000   15.54%
William Bill   1,500,000   7.63%
Alfred Dimora   1.500,000   7.63%
Joaquin Flores, Jr. (2)   1,000,000   5.08%
Michael Ogburn (2)   1,000,000   5.08%
Sean Zarinegar (2)   994,000   5.05%
Brian Werner (2)   50,000   <1.0%
Kenneth Hedrick (2)   25,000   <1.0%
Les Gutierrez (2)   0   0%
(1) Unless otherwise noted in this table, the address for each shareholder identified is 34225 N. 27 th Drive Building 5, Phoenix, Arizona 85058.
           
(2) Denotes Executive Officers and Directors of the Company. 

 

  

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WHERE YOU CAN FIND MORE INFORMATION

 

The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. You may obtain such SEC filings from the SEC’s website at http://www.sec.gov. You can also read and copy these materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330.

  

ITEM 3. INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTER TO BE ACTED UPON

 

Except as disclosed elsewhere in this Information Statement, none of our directors or officers since January 1, 2016, being the commencement of our last completed fiscal year, nor any associate of any of the foregoing persons, have any substantial interest, direct or indirect, by security holdings or otherwise in either (1) amending the Articles to reflect the Company’s name change and formation of the Real Estate Committee, nor (2) converting the company into a Wyoming corporation.

 

ITEM 4. PROPOSALS BY SECURITY HOLDERS

 

None.

 

ITEM 5. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to shareholders who share a single address unless we received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at American Housing Income Trust, Inc., at the address identified on the first page of this Information Sheet, attention: Chief Executive Officer.

 

If multiple shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each shareholder a separate copy of future mailings, you may send notification to or call the Company’s principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.

 

 

 

By Order of the Board of Directors,

 

 

/s/ Michael Ogburn

Michael Ogburn 

Chairman of the Board

 

 

 

 

 

 

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