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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Reven Housing REIT Inc | NASDAQ:RVEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.12 | 5.38 | 5.69 | 0 | 01:00:00 |
Colorado
|
|
84-1306078
|
(State or Other Jurisdiction of Incorporation or
Organization) |
|
(I.R.S. Employer Identification Number)
|
Registrant's Telephone Number, Including Area Code:
|
|
(858) 459-4000
|
Large accelerated filer
|
¨
|
|
Non-accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
Smaller reporting company
|
x
|
|
|
Page
|
PART I FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
Financial Statements (Unaudited)
|
|
3
|
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
10
|
Item 3. Quantitative and Qualitative Disclosure About Market Risk
|
|
12
|
Item 4.
Controls and Procedures
|
|
12
|
|
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PART II - OTHER INFORMATION
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Item 1.
Legal Proceedings
|
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13
|
Item 1A. Risk Factors
|
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13
|
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
13
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Item 3.
Defaults Upon Senior Securities
|
|
13
|
Item 4.
Mine Safety Disclosures
|
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13
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Item 5.
Other Information
|
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13
|
Item 6.
Exhibits
|
|
13
|
|
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|
SIGNATURES
|
|
14
|
|
|
2012
|
|
2013
|
|
||
|
|
(Audited)
|
|
(Unaudited)
|
|
||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5,763
|
|
$
|
1,093
|
|
Advance to property manager
|
|
|
3,375
|
|
|
11,950
|
|
Deferred stock issuance costs
|
|
|
50,000
|
|
|
50,000
|
|
Residential homes, net of accumulated depreciation of
$1,400 in 2012 and $9,800 in 2013 |
|
|
342,010
|
|
|
597,038
|
|
Total Assets
|
|
$
|
401,148
|
|
$
|
660,081
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable - officer, net of debt discount
of $123,430 in 2012 and $174,201 in 2013 |
|
$
|
128,746
|
|
$
|
477,975
|
|
Convertible notes payable, net of debt discount
of $122,364 in 2012 and $93,488 in 2013 |
|
|
127,635
|
|
|
256,512
|
|
Convertible notes payable- shareholders, net of debt discount
of $25,539 in 2012 and $13,936 in 2013 |
|
|
26,638
|
|
|
38,240
|
|
Accounts payable and accrued expenses
|
|
|
119,978
|
|
|
149,758
|
|
Accrued interest and security deposits
|
|
|
14,770
|
|
|
71,271
|
|
Related party advance
|
|
|
266,877
|
|
|
169,760
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
684,644
|
|
|
1,163,516
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
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|
|
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Stockholders' Deficit
|
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|
|
|
|
|
|
Preferred stock, $.001 par value; 25,000,000 shares authorized;
No shares issued & outstanding |
|
|
-
|
|
|
-
|
|
Common stock, $.001 par value; 100,000,000 shares authorized;
8,350,000 shares issued and outstanding |
|
|
8,350
|
|
|
8,350
|
|
Additional paid-in capital
|
|
|
349,513
|
|
|
641,433
|
|
Accumulated deficit
|
|
|
(641,359)
|
|
|
(1,153,218)
|
|
Total Stockholders' Deficit
|
|
|
(283,496)
|
|
|
(503,435)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
401,148
|
|
$
|
660,081
|
|
|
|
Three Months
|
|
Three Months
|
|
Six Months
|
|
Six Months
|
|
||||||||
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
||||||||
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
||||||||
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
||||||||
Rental income
|
|
$
|
|
-
|
|
$
|
|
21,350
|
|
$
|
|
-
|
|
$
|
|
41,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses
|
|
|
|
-
|
|
|
|
5,744
|
|
|
|
-
|
|
|
|
13,740
|
|
Legal and accounting
|
|
|
|
-
|
|
|
|
49,214
|
|
|
|
-
|
|
|
|
92,876
|
|
General and administrative
|
|
|
|
-
|
|
|
|
73,607
|
|
|
|
-
|
|
|
|
104,538
|
|
Interest expense
|
|
|
|
-
|
|
|
|
26,359
|
|
|
|
-
|
|
|
|
52,301
|
|
Amortization of discount on notes payable
|
|
|
|
-
|
|
|
|
140,814
|
|
|
|
-
|
|
|
|
281,628
|
|
Depreciation expense
|
|
|
|
-
|
|
|
|
4,200
|
|
|
|
-
|
|
|
|
8,400
|
|
|
|
|
|
-
|
|
|
|
299,938
|
|
|
|
-
|
|
|
|
553,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
-
|
|
|
|
(278,588)
|
|
|
|
-
|
|
|
|
(511,860)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
334
|
|
|
|
-
|
|
|
|
(3,365)
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
|
334
|
|
$
|
|
(278,588)
|
|
$
|
|
(3,365)
|
|
$
|
|
(511,860)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Basic and fully diluted)
|
|
$
|
|
0.00
|
|
$
|
|
(0.03)
|
|
$
|
|
(0.00)
|
|
$
|
|
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Basic and fully diluted)
|
|
$
|
|
0.00
|
|
$
|
|
-
|
|
$
|
|
(0.00)
|
|
$
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
10,000,000
|
|
|
|
8,350,000
|
|
|
|
10,000,000
|
|
|
|
8,350,000
|
|
|
|
2012
|
|
2013
|
|
||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
-
|
|
$
|
(511,860)
|
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
|
|
|
|
Amortization of debt discount
|
|
|
-
|
|
|
281,628
|
|
Depreciation expense
|
|
|
-
|
|
|
8,400
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Advance to property manager
|
|
|
-
|
|
|
(8,575)
|
|
Accounts payable, accrued expenses, accrued interest and security deposits
|
|
|
|
|
|
86,282
|
|
Related party advances
|
|
|
-
|
|
|
(97,117)
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities - continuing operations
|
|
|
-
|
|
|
(241,242)
|
|
Net cash provided by operating activities - discontinued operations
|
|
|
635
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities
|
|
|
635
|
|
|
(241,242)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
Acquisition of residential homes
|
|
|
-
|
|
|
(263,428)
|
|
Net cash used for investing activities
|
|
|
-
|
|
|
(263,428)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable
|
|
|
-
|
|
|
500,000
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) In Cash
|
|
|
635
|
|
|
(4,670)
|
|
Cash at the Beginning of the Period
|
|
|
599
|
|
|
5,763
|
|
|
|
|
|
|
|
|
|
Cash at the End of the Period
|
|
$
|
1,234
|
|
$
|
1,093
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
|
Debt discount for allocation of proceeds to warrants and beneficial conversion
feature of debt |
|
$
|
-
|
|
$
|
291,920
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure:
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
Residential
|
|
Purchase
|
|
||
|
|
Land
|
|
Homes
|
|
Price
|
|
|||
5242 Station Circle, Norcross Georgia
|
|
$
|
13,631
|
|
$
|
55,559
|
|
$
|
69,190
|
|
615 Cowan Road Covington, Georgia
|
|
|
14,010
|
|
|
56,348
|
|
|
70,358
|
|
110 Bear Run Ct Palmetto, Georgia
|
|
|
12,874
|
|
|
52,530
|
|
|
65,404
|
|
7220 Little Fawn Parkway Palmetto, Georgia
|
|
|
12,874
|
|
|
52,530
|
|
|
65,404
|
|
4860 Lost Colony Stone Mountain, Georgia
|
|
|
13,631
|
|
|
55,559
|
|
|
69,190
|
|
1740 Camden Forrest Trail Riverdale, Georgia
|
|
|
13,252
|
|
|
54,044
|
|
|
67,296
|
|
11352 Michelle Way Hampton, Georgia
|
|
|
12,874
|
|
|
52,530
|
|
|
65,404
|
|
205 Highgate Trail, Covington, Georgia
|
|
|
13,252
|
|
|
54,044
|
|
|
67,296
|
|
924 Lake Terrace Drive, Stone Mountain, Georgia
|
|
|
13,252
|
|
|
54,044
|
|
|
67,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
119,650
|
|
$
|
487,188
|
|
$
|
606,838
|
|
Risk -free interest rate
|
|
|
0.77
|
%
|
|
Expected stock volatility
|
|
|
47
|
%
|
|
Time to expiration (years)
|
|
|
5
|
|
|
Fair value of common stock
|
|
$
|
1.00
|
|
|
Expected dividends
|
|
$
|
0.00
|
|
|
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
-
|
|
$
|
37,698
|
|
Accrued property taxes
|
|
|
0
|
|
|
3,000
|
|
Accrued legal fees
|
|
|
119,978
|
|
|
109,060
|
|
|
|
|
|
|
|
|
|
|
|
$
|
119,978
|
|
$
|
149,758
|
|
Exhibit
No. |
|
Description
|
|
Incorporated by reference herein
|
|
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
32.1
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
* Filed herewith.
|
|
|
|
Furnished herewith.
|
|
Dated: August 14, 2013
|
REVEN HOUSING REIT, INC.
|
|
|
|
/s/ Chad M. Carpenter
|
|
Chad M. Carpenter,
|
|
President, Chief Executive Officer and
|
|
Chief Financial Officer
|
1 Year Reven Housing REIT Chart |
1 Month Reven Housing REIT Chart |
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