U.S.
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
10-Q



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



OR



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



Commission
file number: 333-150548



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



|Maryland                                                                               |  | 333-150548                |  | 75-3265854                           
|-------------------------------------------------------------------------------------- |  | ------------------------- |  | -------------------------------------
|(STATE
        OR OTHER JURISDICTION OF
        INCORPORATION
        OR ORGANIZATION) |  | (COMMISSION
    FILE NO.) |  | (IRS
    EMPLOYEE IDENTIFICATION NO.)

34225
N. 27th Drive Building 5, Phoenix, Arizona 85085
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(623)
551-5808
(ISSUER TELEPHONE NUMBER)

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

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

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

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

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

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



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

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



-1-


[Table of Contents]




TABLE
OF CONTENTS



|PART I  | FINANCIAL INFORMATION                                                                 | 3 
|------- | ------------------------------------------------------------------------------------- | --
|        |                                                                                       |   
|Item 1  | Financial Statements                                                                  | 3 
|Item 2  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 
|Item 3  | Quantitative and Qualitative Disclosures About Market Rise                            | 9 
|Item 4  | Controls and Procedures                                                               | 10
|        |                                                                                       |   
|PART II |                                                                                       |   
|        |                                                                                       |   
|Item 1  | Legal Proceedings                                                                     | 11
|Item 2  | Unregistered Sales of Equity Securities and Use of Proceeds                           | 11
|Item 3  | Defaults Upon Senior Securities                                                       | 11
|Item 4  | Mine Safety Disclosures                                                               | 11
|Item 5  | Other Information                                                                     | 11
|Item 6  | Exhibits                                                                              | 12
|        | Signatures                                                                            | 12







-2-


[Table of Contents]






American Housing Income Trust, Inc.

September 30, 2016



Financials Index



|Consolidated Balance Sheets (unaudited)                            | F-1
|------------------------------------------------------------------ | ---
|Consolidated Statements of Operations (unaudited)                  | F-2
|Consolidated Statements of Cash Flows (unaudited)                  | F-3
|Notes to the Consolidated Financial Statements
        (unaudited) | F-4















-3-


[Table of Contents]






American Housing Income Trust, Inc.

Consolidated Balance Sheets

(unaudited)







|                                                                                                                                                                                                                                    | September 30,
        2016 | December 31,
        2015
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | -------------------------
|                                                                                                                                                                                                                                    |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|ASSETS                                                                                                                                                                                                                              |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|Investment in real estate:                                                                                                                                                                                                          |                            |                          
|Land                                                                                                                                                                                                                                | $      6,840,848           | $   5,539,877            
|Building and improvements                                                                                                                                                                                                           | 5,173,719                  | 3,680,502                
|                                                                                                                                                                                                                                    | 12,014,567                 | 9,220,379                
|Less: accumulated depreciation                                                                                                                                                                                                      | (327,728)                  | (223,450)                
|Investment in real estate, net                                                                                                                                                                                                      | 11,686,839                 | 8,996,929                
|Cash                                                                                                                                                                                                                                | 90,646                     | 199,570                  
|Accounts receivable                                                                                                                                                                                                                 | 6,188                      | –                        
|Other assets                                                                                                                                                                                                                        | 263,891                    | 221,033                  
|Equipment, net                                                                                                                                                                                                                      | 4,734                      | –                        
|                                                                                                                                                                                                                                    |                            |                          
|Total Assets                                                                                                                                                                                                                        | $   12,052,298             | $   9,417,532            
|                                                                                                                                                                                                                                    |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                                                                                                |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|LIABILITIES                                                                                                                                                                                                                         |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|Accounts payable and accrued liabilities                                                                                                                                                                                            | $       240,537            | $        88,210          
|Due to related parties                                                                                                                                                                                                              | 436,372                    | 14,895                   
|Note
    payable - related party                                                                                                                                                                                                    | 75,809                     | -                        
|Prepaid rent received                                                                                                                                                                                                               | 23,838                     | 39,598                   
|Notes payable                                                                                                                                                                                                                       | 5,236,792                  | 4,271,665                
|                                                                                                                                                                                                                                    |                            |                          
|Total Liabilities                                                                                                                                                                                                                   | 6,013,348                  | 4,414,368                
|                                                                                                                                                                                                                                    |                            |                          
|Commitments (Note 10)                                                                                                                                                                                                               |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|SHAREHOLDERS’ EQUITY                                                                                                                                                                                                                |                            |                          
|                                                                                                                                                                                                                                    |                            |                          
|Preferred Stock, 9,980,000 shares authorized, $0.001 par value; no
                                                                                shares issued and outstanding (December 31, 2015 – no shares)                    | –                          | –                        
|Preferred Stock – Series A, 20,000 shares authorized, $0.001 par value; no
                                                                                           shares
issued and outstanding (December 31, 2015 – no shares) | –                          | –                        
|Common stock, 500,000,000 shares authorized, par value $0.01; 9,191,907
                                                                                shares outstanding (December 31, 2015 – 7,566,815 shares)                   | 91,919                     | 75,668                   
|Additional paid-in capital                                                                                                                                                                                                          | 16,570,371                 | 12,390,239               
|Accumulated deficit                                                                                                                                                                                                                 | (12,285,258)               | (7,994,647)              
|                                                                                                                                                                                                                                    |                            |                          
|Total American Housing Income Trust, Inc.’s Shareholders’ Equity                                                                                                                                                                    | 4,377,032                  | 4,471,260                
|Non-controlling interest                                                                                                                                                                                                            | 1,661,918                  | 531,904                  
|                                                                                                                                                                                                                                    |                            |                          
|Total Shareholders’ Equity                                                                                                                                                                                                          | 6,038,950                  | 5,003,164                
|                                                                                                                                                                                                                                    |                            |                          
|Total Liabilities and Shareholders’ Equity                                                                                                                                                                                          | $    12,052,298            | $   9,417,532            
|                                                                                                                                                                                                                                    |                            |                          



(The accompanying notes are an integral part
of these

unaudited consolidated financial statements)





F-1-


[Financial Index]












American Housing Income Trust, Inc.

Consolidated Statements of Operations

(unaudited)



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





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





F-2-


[Financial Index]




American Housing Income Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited)



|                                                                                 |  |  | For the
        Nine Months Ended
        September 30,
        2016 | For the
        Nine Months Ended
        September 30,
        2015
|-------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------- | --------------------------------------------------------------------
|                                                                                 |  |  |                                                                      |                                                                     
|Cash
    Flows from Operating Activities                                         |  |  |                                                                      |                                                                     
|                                                                                 |  |  |                                                                      |                                                                     
|Net
    loss                                                                     |  |  | $ (4,290,611)                                                        | $
     (2,291,653)                                                  
|                                                                                 |  |  |                                                                      |                                                                     
|Items
    not affecting cash:                                                    |  |  |                                                                      |                                                                     
|Depreciation                                                                     |  |  | 109,642                                                              | 68,469                                                              
|Stock-based
    compensation                                                     |  |  | 2,601,058                                                            | 477,000                                                             
|Gain
    on sale of assets                                                       |  |  | (4,981)                                                              | (71,293)                                                            
|Gain
    on forgiveness of accounts payable                                      |  |  | (8,088)                                                              | -                                                                   
|                                                                                 |  |  |                                                                      |                                                                     
|Changes
    in operating assets and liabilities:                                 |  |  |                                                                      |                                                                     
|Accounts
    receivable                                                          |  |  | (6,188)                                                              | –                                                                   
|Prepaid
    expenses                                                             |  |  | (41,569)                                                             | (69,492)                                                            
|Accounts
    payable                                                             |  |  | 77,791                                                               | 23,152                                                              
|Accrued
    liabilities                                                          |  |  | 82,624                                                               | 21,135                                                              
|Prepaid
    rent                                                                 |  |  | (15,760)                                                             | 25,023                                                              
|Due
    to related parties                                                       |  |  | (4,297)                                                              | (151,852)                                                           
|                                                                                 |  |  |                                                                      |                                                                     
|Net
    Cash Used In Operating Activities                                        |  |  | (1,500,379)                                                          | (1,969,511)                                                         
|                                                                                 |  |  |                                                                      |                                                                     
|Cash
    Flows from Investing Activities                                         |  |  |                                                                      |                                                                     
|                                                                                 |  |  |                                                                      |                                                                     
|Purchase
    of real estate properties and improvements                          |  |  | (22,908)                                                             | (1,033,106)                                                         
|Proceeds
    from sale of real estate properties                                 |  |  | 211,200                                                              | 111,000                                                             
|Purchase
    of equipment                                                        |  |  | (5,116)                                                              | –                                                                   
|                                                                                 |  |  |                                                                      |                                                                     
|Net
    Cash Provided lby (Used in) Investing Activities                         |  |  | 183,176                                                              | (922,106)                                                           
|                                                                                 |  |  |                                                                      |                                                                     
|Cash
    Flows from Financing Activities                                         |  |  |                                                                      |                                                                     
|                                                                                 |  |  |                                                                      |                                                                     
|Proceeds
    from the sale of common stock                                       |  |  | 509,600                                                              | 2,926,505                                                           
|Advances
    from related parties net                                            |  |  | 425,774                                                              | -                                                                   
|Proceeds
    from notes payable                                                  |  |  | 325,232                                                              | 120,000                                                             
|Repayment
    of notes payable                                                   |  |  | (52,327)                                                             | (34,575)                                                            
|                                                                                 |  |  |                                                                      |                                                                     
|Net
    Cash Provided by Financing Activities                                    |  |  | 1,208,279                                                            | 3,011,930                                                           
|                                                                                 |  |  |                                                                      |                                                                     
|Change
    in Cash                                                               |  |  | (108,924)                                                            | 120,313                                                             
|                                                                                 |  |  |                                                                      |                                                                     
|Cash
    – Beginning of Period                                                   |  |  | 199,570                                                              | 304,371                                                             
|                                                                                 |  |  |                                                                      |                                                                     
|Cash
    – End of Period                                                         |  |  | $        90,646                                                      | $      424,684                                                      
|                                                                                 |  |  |                                                                      |                                                                     
|Supplemental
    disclosures of cash flow information:                           |  |  |                                                                      |                                                                     
|Interest
    paid                                                                |  |  | $
         216,815                                                   | $      199,630                                                      
|Income
    taxes paid                                                            |  |  | $                 –                                                  | $                 –                                                 
|                                                                                 |  |  |                                                                      |                                                                     
|Non-cash
    investing and financing activities:                                 |  |  |                                                                      |                                                                     
|Stock
    issued for acquisition of real properties                              |  |  | $   1,085,726                                                        | $      300,000                                                      
|Notes
    payable issued with acquisition of real properties                     |  |  | $      691,155                                                       | $   2,445,648                                                       
|Related
    party notes payable issued acquisition of real property              |  |  | $        76,876                                                      | $                –                                                  
|Notes
    payable settled from sale of real properties                           |  |  | $                 –                                                  | $      350,000                                                      
|Issuance
    of limited partnership units in exchange for real estate properties |  |  | $   1,130,014                                                        | $      531,904                                                      
|Reverse
    merger adjustment                                                    |  |  | $                 –                                                  | $      172,183                                                      



F-3-


[Financial Index]




American Housing Income Trust, Inc.

Notes to the Condensed Consolidated Financial
Statements

September 30, 2016

1.Nature of Operations

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

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

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

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

2.       Summary
of Significant Accounting Policies

a)   Basis
of Presentation and Principles of Consolidation

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

F-4-


[Financial Index]




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

b)    Use
of Estimates

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

c)    Fair
Value of Financial Instruments



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



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



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

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

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

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

F-5-


[Financial Index]




d)   Non-controlling
Interest

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

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

e)Recent Accounting Pronouncements

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

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

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

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



F-6-


[Financial Index]




3.    Going
Concern

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



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

4.Formation of AHIT-NNMP



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

5.Investment in Real Estate



|                                 | September 30,
        2016 | December 31,
        2015
|-------------------------------- | -------------------------- | -------------------------
|                                 |                            |                          
|                                 |                            |                          
|Cost of real estate properties   | $      12,014,567          | $      9,220,379         
|Accumulated depreciation         | (327,728)                  | (223,450)                
|                                 |                            |                          
|Balance at the end of the period | $      11,686,839          | $      8,996,929         



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





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





F-7-


[Financial Index]






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



6.Prepaid Rent Received

|                                                     | September 30,
        2016 | December 31,
        2015
|---------------------------------------------------- | -------------------------- | -------------------------
|                                                     |                            |                          
|                                                     |                            |                          
|Balance, beginning of period                         | $           39,598         | $            7,450       
|Prepaid rent recognized as revenue during the period | (125,996)                  | (7,450)                  
|Prepaid rent received during the period              | 110,236                    | 39,598                   
|                                                     |                            |                          
|Balance, end of period                               | $           23,838         | $          39,598        

7.Related party transactions



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

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

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



F-8-


[Financial Index]






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

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

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

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

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

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

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

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

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





F-9-


[Financial Index]




8.Notes payable



|                                                                                                                                                                                                                                                                                                              | September 30,
        2016
        $ | December 31,
        2015
        $
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -----------------------------------
|                                                                                                                                                                                                                                                                                                              |                                      |                                    
|Mortgages
    payable on February 20, 2034, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties
    purchased with the loan                                                                                                                                  | 197,074                              | 203,343                            
|Promissory
    note payable on November 1, 2019, bearing interest at 5.371% per annum, collateralized by the real estate properties titled
    to ARP Borrower, LLC and 100% equity ownership in ARP Borrower, LLC. The note is also secured by the Company                                                   | 1,634,241                            | 1,651,183                          
|Promissory
    note payable on December 1, 2020, bearing interest at 5.88% per annum, collateralized by the real estate properties titled
    to ARP Borrower II, LLC and 100% equity ownership in ARP Borrower II, LLC                                                                                       | 959,752                              | 968,000                            
|Promissory
    note payable on November 27, 2016, bearing interest at 16% per annum, collateralized by a deed of trust on the real estate
    property purchased with the loan                                                                                                                                | 180,000                              | 180,000                            
|Promissory
    note payable on July 8, 2017, bearing interest at 18% per annum initially and at 12% per annum after four months, collateralized
    by a deed of trust on the real estate property purchased with the loan                                                                                    | 80,000                               | 80,000                             
|Promissory
    note payable on April 1, 2017, bearing interest at 16% per annum, collateralized by a deed of trust on the real estate properties
    titled to ARP                                                                                                                                            | 300,000                              | –                                  
|Promissory
    note payable on April 1, 2021, bearing interest at 10% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan                                                                                                                                  | 314,831                              | –                                  
|Mortgage
    payable on April 1, 2053, bearing interest at 2% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan                                                                                                                                          | 245,723                              | –                                  
|Promissory
    note payable on May 1, 2021, bearing interest at 6.07% per annum, collateralized by the real estate properties titled to AHIT
    Valfre, LLP and ARP Borrower, LLC                                                                                                                            | 1,199,447                            | –                                  
|Mortgage
    payable on April 1, 2028, bearing interest at 2.985% per annum, collateralized by the real estate property purchased with
    the loan.                                                                                                                                                          | 125,724                              | –                                  
|Mortgage
    payable on April 1, 2018, bearing interest at 5% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                         | –                                    | 18,861                             
|Mortgage
    payable on July 1, 2029, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                      | –                                    | 91,943                             
|Home
    Equity Line-of-credit, bearing interest at a variable interest rate, collateralized by a deed of trust on the real estate
    properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                    | –                                    | 46,108                             
|Mortgage
    payable on October 1, 2035, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                    | –                                    | 140,512                            
|Mortgage
    payable on June 1, 2043, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                      | –                                    | 113,036                            
|Mortgage
    payable on July 1, 2041, bearing interest at 5.25% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                       | –                                    | 274,905                            
|Home
    Equity Line-of-credit, bearing interest at 8.25% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                             | –                                    | 34,484                             
|Mortgage
    payable on June 1, 2043, bearing interest at 4.125% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                      | –                                    | 132,362                            
|Mortgage
    payable on December 1, 2034, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                   | –                                    | 111,168                            
|Mortgage
    payable on January 1, 2022, bearing interest at 4.375% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                   | –                                    | 16,683                             
|Mortgage
    payable on September 1, 2033, bearing interest at a variable rate, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                  | –                                    | 76,336                             
|Home
    Equity Line-of-credit payable on January 13, 2040, bearing interest at 2.76% per annum, collateralized by a deed of trust
    on the real estate properties purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                 | –                                    | 50,215                             
|Mortgage
    payable on November 1, 2026, bearing interest at 4.5% per annum, collateralized by a deed of trust on the real estate properties
    purchased with the loan. This note was refinanced on April 18, 2016, as disclosed below.                                                                    | –                                    | 82,526                             
|                                                                                                                                                                                                                                                                                                              |                                      |                                    
|                                                                                                                                                                                                                                                                                                              | 5,236,792                            | 4,271,665                          
|Note
                                         payable – related party, payable on June 1, 2026, bearing interest at 4.5% per
                                         annum, collateralized by a deed of trust on the real estate properties purchased with
                                         the loan | 75,809                               | -                                  
|                                                                                                                                                                                                                                                                                                              | 5,312,601                            | 4,271,665                          



F-10-


[Financial Index]




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

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



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





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



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



9.     
Common Stock



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

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

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

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



F-11-


[Financial Index]






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

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

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

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

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

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



10.Single Family Residence Acquisitions

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



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



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





F-12-


[Financial Index]






11.Commitments and Contingencies



Consulting Agreement.



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



Employment Agreements



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



Lease Agreements



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



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

Litigation



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



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



F-13-


[Financial Index]




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





Environmental Matters



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



12.Subsequent Events



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



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



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



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









F-14-


[Financial Index]










ITEM 2.

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

FORWARD LOOKING STATEMENTS

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

General Description of Business

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

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

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

-4-


[Table of Contents]




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

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





|                      | Three
    Months Ended |                    | Nine
    Months Ended
|--------------------- | ---------------------- | ------------------ | ---------------------
|                      | September 30, 2016     | September 30, 2015 |                      
|Revenue               | $                      | 175,695            |                      
|Operating
    Expense | $                      | 1,723,821          |                      
|Other
    Income      | $                      | –                  |                      
|Net
    Loss          | $                      | (1,548,126         | )                    





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



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





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



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



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

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



Liquidity and Capital Resources



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



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

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

Cash Flow Information



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

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

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

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





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Quantitative and Qualitative
Disclosures about Market Risk

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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



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

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

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

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

Recent Accounting Pronouncements

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

Properties

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

Item 3. Quantitative and
Qualitative Disclosures About Market Risk.

None.



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Item 4. Controls and Procedures.

Disclosure Controls and
Procedures

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

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

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

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

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



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Changes in Internal Control
over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.



Item 3. Defaults Upon Senior
Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

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

| | a) | Post-Effective Amendment No. 3 to form S-11/A filed on August 16, 2016, and effective as of August
19, 2016;
| | -- | ------------------------------------------------------------------------------------------------------------

| | b) | Form 8-K filed on July 13, 2016, as amended on July 29, 2016, August 5, 2016, August 19, 2016,
and October 17, 2016 (Master UPREIT Formation Agreement);
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------



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

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

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

See also Part II, Item 6.



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Item 6. Exhibits.

|        |                                                                                                                |          | Incorporated by reference
|------- | -------------------------------------------------------------------------------------------------------------- | -------- | -------------------------
|        |                                                                                                                | Filed    | Period                   
|Exhibit | Exhibit Description                                                                                            | herewith | ending                   
|31.1    | Certification of the Chief Executive Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002 | X        |                          
|32.1    | Certification of the Chief Financial Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002 | X        |                          
|33.1    | Certification of the Chief Executive Officer pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002 | X        |                          
|34.1    | Certification of the Chief Financial Officer pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002 | X        |                          





SIGNATURES



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

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















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