As filed with the Securities and Exchange Commission on June 12, 2015

Registration No. 333-196282

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 2
TO
Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 

REVEN HOUSING REIT, INC.

(Exact name of registrant as specified in its governing instruments)

7911 Herschel Avenue, Suite 201
La Jolla, California 92037
(858) 459-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Chad M. Carpenter
Chief Executive Officer
7911 Herschel Avenue, Suite 201
La Jolla, California 92037
(858) 459-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Daniel K. Donahue, Esq. Greenberg Traurig, LLP 3161 Michelson Drive, Suite 1000 Irvine, California 92612 Telephone: (949) 732-6500 Facsimile: (949) 732-6501		Joseph A. Herz, Esq. Greenberg Traurig, LLP 200 Park Avenue, 15 th Floor New York, New York 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400		Barry I. Grossman, Esq. Lawrence A. Rosenbloom, Esq. Joshua Englard, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11 th Floor New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (646) 895-7204

 

Approximate date of commencement of proposed sale to public: As soon as practicable after the registration statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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

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

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale thereof is not permitted.

Preliminary Prospectus		Subject to Completion, dated June 12, 2015

     Shares
Common Stock

This is a public offering of Reven Housing REIT, Inc., an internally managed real estate company that acquires, owns and operates single-family homes as rental properties. We are offering      shares of our common stock, $0.001 par value per share, at $      per share.

We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2015. To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% in value or in number of shares, whichever is more restrictive, of our outstanding shares of common stock and no more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate outstanding shares of all classes and series of our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer” for a description of the ownership and transfer restrictions applicable to our common stock.

We have applied to list our common stock on the NASDAQ Capital Market under the symbol “RVEN.” Our common stock is currently quoted for trading on the OTCQB Marketplace, operated by the OTC Markets Group. The closing sales price as of June 9, 2015 was $9.20.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for certain risk factors that you should consider before investing in our common stock.

Price to Public

Underwriting Discounts and Commissions

Proceeds, before Expenses, to Us (1)

Per Share

$

$

$

Total

$

$

$

We have granted the underwriters an option to purchase up to      additional shares of our common stock from us, at the public offering price, less underwriting discounts and commissions, within 45 days after the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock on            , 2015.

Maxim Group LLC

The date of this prospectus is            , 2015

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		Page
Prospectus Summary			1
Risk Factors			20
Cautionary Note Regarding Forward-Looking Statements			47
Use of Proceeds			49
Distribution Policy			50
Capitalization			58
Dilution			59
Management’s Discussion and Analysis of Financial Condition and Results of Operations			60
Industry Overview and Market Opportunity			69
Our Business and Investments			96
Investment Policies and Policies with Respect to Certain Activities			111
Management			113
Principal Stockholders			126
Certain Relationships and Related Party Transactions			128
Market Information and Related Stockholder Matters			130
Description of Capital Stock			131
Shares Eligible for Future Sale			135
Certain Provisions of Maryland Law and of our Charter and Bylaws			137
Operating Partnership and the Partnership Agreement			143
Material Federal Income Tax Considerations			147
ERISA Considerations			167
Underwriting			170
Legal Matters			174
Experts			174
Where You Can Find Additional Information			175
Index to Financial Statements			F-1

You should rely only on the information contained in this prospectus prepared by us. We and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of the respective dates of such documents or as of the date or dates which are specified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

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Certain Terms Used in This Prospectus

Except where the context suggests otherwise, we define certain terms in this prospectus as follows:

“We,” “our,” “us” and “our company” refer to Reven Housing REIT, Inc., a Maryland corporation, together with its consolidated subsidiaries, including: (1) Reven Housing REIT OP, L.P., a Delaware limited partnership, or our operating partnership; (2) Reven Housing GP, LLC, a Delaware limited liability company that is our wholly owned subsidiary and the sole general partner of our operating partnership; (3) Reven Housing Georgia, LLC, a Delaware limited liability company that is a wholly owned subsidiary of our operating partnership; (4) Reven Housing Texas, LLC, a Delaware limited liability company that is a wholly owned subsidiary of our operating partnership; (5) Reven Housing Florida, LLC, a Delaware limited liability company that is a wholly owned subsidiary of our operating partnership; (6) Reven Housing Tennessee, LLC, a Delaware limited liability company that is a wholly owned subsidiary of our operating partnership; (7) Reven Housing Florida 2, LLC, a Delaware limited liability company that is a wholly-owned subsidiary of our operating partnership; and (8) Reven Housing REIT TRS, LLC, a Delaware limited liability company, or our TRS, that is a wholly owned subsidiary of our operating partnership and will elect to be treated as a taxable REIT subsidiary.

Market, Industry and Other Data

We disclose estimates, forecasts and projections throughout this prospectus, in particular in the sections entitled “Prospectus Summary,” “Industry Overview and Market Opportunity” and “Our Business and Investments.” We have obtained substantially all of this information from a market study prepared for us in connection with this offering by The London Group Realty Advisors, or The London Group, a real estate analysis and strategic consulting firm. We have agreed to pay The London Group a total fee of $47,225 for that market study, all of which has been paid. Such information is included in this prospectus in reliance on The London Group’s authority as an expert on such matters. The estimates, forecasts and projections prepared by The London Group are based on data (including third-party data), significant assumptions, proprietary methodologies, and the experience and judgment of The London Group. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by The London Group. There is no assurance that any of the forecasted or projected outcomes will be achieved, and investors should not place undue reliance on them. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or The London Group’s expectations. See “Experts.”

In addition, we have obtained certain market and industry data from publicly available industry publications. These sources generally state that the information they provide has been derived from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. We believe that these data are generally reliable, but we have not independently verified this information.

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Our History

In 2012, Chad M. Carpenter, our Chairman of the Board, President and Chief Executive Officer, recognized an opportunity to acquire portfolios of leased homes with positive cash flow and then distribute resulting profits to shareholders. To capitalize on this opportunity, Mr. Carpenter acquired a majority of the issued and outstanding shares of our common stock in July 2012 and founded Reven Housing REIT. Since then, we have been engaged in our current business of acquiring, owning and operating portfolios of leased single-family homes as rental properties. See “Our Business and Investments — Our History and Structure” for a more detailed description of the history and background of our company.

On April 1, 2014, we converted from a Colorado corporation to a Maryland corporation pursuant to applicable state conversion statutes to better position our company to qualify and operate as a REIT. In connection with our conversion to a Maryland corporation, we adopted our current charter and bylaws in accordance with the laws of the State of Maryland.

Industry Overview and Market Opportunity

Residential housing is the largest real estate asset class in the United States with approximately $20 trillion in assets, according to the December 2014 Federal Reserve Flow of Funds release. According to the U.S. Census Bureau, approximately one-third of this asset class has historically been rented and single-family homes currently comprise roughly one-third of all residential rental housing.

According to The London Group, the single-family rental market consisted of approximately 12 million homes in 2008 and has since increased in 2014 to approximately 14.9 million homes as more people are renting homes. Since 2005, the SFR market has consistently been approximately 10.9% of the total housing market. Out of the 14.9 million SFRs, an estimated 98.6% of these homes are currently owned by smaller investors and only 1.4% are owned by institutional investors. We believe the opportunity exists for us to aggregate part of the 98.6% from the smaller private investors, which represents more than a $2 trillion market.

SFR properties have historically been acquired by entrepreneurial investors who operate on a relatively small scale, with a focus in their local markets. More recently, a new business model has emerged where the focus for companies such as ours is to operate in select markets, funded with institutional and/or public capital to create and expand portfolios of SFRs. We believe this business model (particularly when operated as a public vehicle) allows us to operate more efficiently and acquire more homes than with traditional funding sources, which required much higher rates of return on capital. We believe this approach enables owners and operators of SFRs to stabilize cash flow for investors while participating in the upside appreciation of homes as residential market conditions improve.

Our Competitive Advantages

We believe that our competitive advantages include the following:

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Our Business and Growth Strategies

Our objective is to be a leader in the single-family rental business as an institutional-quality operator on a national scale. Our focus is on cash flow and profitability while generating meaningful dividends from rental income and the potential for capital appreciation. We believe we can achieve this objective through the following strategies:

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Our Business Activities and Operations

Since we commenced our real estate investment activities in October 2012, we have acquired portfolios in Florida, Georgia, Tennessee and Texas. As of the date of this prospectus, we own a total of 473 homes, of which 201 homes are in the Jacksonville, Florida metropolitan area, 168 homes are in the Houston, Texas, metropolitan area, 95 homes are in the Memphis, Tennessee metropolitan area (with two of the Memphis homes located just across the border in Mississippi) and nine homes are in the Atlanta, Georgia metropolitan area. In addition, as of the date of this prospectus, we have entered into purchase agreements for the acquisition of up to 140 additional homes in the Jacksonville, Florida metropolitan area for the aggregate purchase price of up to approximately $9,418,000 and up to 100 additional homes in the Houston, Texas metropolitan area for the aggregate purchase price of up to approximately $8,700,000. Our acquisition of both

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portfolios will be funded by a significant majority of the net proceeds of this offering. In addition, we evaluate new markets on an ongoing basis to identify investment opportunities that we believe can generate attractive risk-adjusted returns for our stockholders. Currently, we are evaluating markets in the following states for investment, each of which we believe meets our investment criteria: Arizona, California, Colorado, Illinois, Indiana, Kentucky, Nevada, North Carolina, Oklahoma, Utah and Virginia.

States in Which We Own Single-Family Homes
(as of March 31, 2015)

NOTE: States shaded as “Owned” are states in which we own homes. However, we only own nine homes in Georgia and two homes in Mississippi.

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The following tables present statistics of our single-family homes by Metropolitan Statistical Area, or MSA, and metro division as of March 31, 2015. The first table includes our entire portfolio of single-family homes, and the second table includes only the single-family homes we have owned for at least 180 days.

Total Portfolio of Single-Family Homes — Summary Statistics
(as of March 31, 2014)

MSA/Metro Division		No. of Homes				Aggregate Investment				Average Investment per Home				Percent Leased				Average Age (years)				Home Built by Decade				Average Size (sq. ft.)				Average Monthly Rent				Average Months Remaining on Annual Lease
Atlanta, Georgia			9			$	620,185			$	68,909				100	%			22				1970 – 79: 1 1980 – 89: 2 1990 – 99: 2 2000 – 09: 4				1,443			$	879				7.2
Houston, Texas			168			$	13,148,797			$	78,267				98	%			46				1940 – 49: 3 1950 – 59: 34 1960 – 69: 44 1970 – 79: 51 1980 – 89:34 1990 – 99: 2				1,435			$	997				2.8
Jacksonville, Florida			196			$	13,220,393			$	67,451				94	%			52				1920 – 29: 4 1930 – 39: 2 1940 – 49: 17 1950 – 59: 77 1960 – 69: 47 1970 – 79: 16 1980 – 89: 15 1990 – 99: 5 2000 – 2009: 10 2010 – 19: 3				1,287			$	867				5.7
Memphis, Tennesee			95			$	7,242,383			$	76,236				94	%			40				1940 – 49: 1 1950 – 59: 4 1960 – 69: 30 1970 – 79: 29 1980 – 89: 20 1990 – 99: 10 2000 – 09: 1				1,709			$	969				8.6
Total or Weighted Average			468			$	34,231,758			$	73,145				96	%			47								1,429			$	935				5.3

Total Portfolio of Single-Family Homes — Homes Owned at Least 180 Days
(as of March 31, 2015)

MSA/Metro Division		No. of Homes				Aggregate Investment				Average Investment per Home				Percent Leased				Average Age (years)				Home Built by Decade				Average Size (sq. ft.)				Average Monthly Rent				Average Months Remaining on Annual Lease
Atlanta, Georgia			9			$	626,482			$	69,609				100	%			22				1970 – 79: 1 1980 – 89: 2 1990 – 99: 2 2000 – 09: 4				1,443			$	879				7.2
Houston, Texas			168			$	13,148,797			$	78,267				98	%			46				1940 – 49: 3 1950 – 59: 34 1960 – 69: 44 1970 – 79: 51 1980 – 89:34 1990 – 99: 2				1,435			$	997				2.8
Jacksonville, Florida			47			$	3,225,278			$	68,623				90	%			49				1940 – 49: 3 1950 – 59: 20 1960 – 69: 8 1970 – 79: 6 1980 – 89: 3 1990 – 99: 3 2000 – 2009: 2 2010 – 19: 2				1,313			$	891				5.1
Memphis, Tennesee			69			$	5,007,678			$	72,575				96	%			41				1950 – 59: 3 1960 – 69: 21 1970 – 79: 25 1980 – 89: 17 1990 – 99: 2 2000 – 09: 1				1,724			$	964				8.4
Total or Weighted Average			293			$	22,008,235			$	75,113				96	%			45								1,484			$	969				4.6

In reviewing the above tables, please note:

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Recent Developments

Subsequent to December 31, 2014, we have engaged in the following transactions:

Jacksonville, Florida — Portfolio Acquisitions.   On January 30, 2015 and February 27, 2015, we entered into purchase and sale agreements for the purchase of separate portfolios of up to 62 and 140 single-family homes, respectively, located in the Jacksonville, Florida metropolitan area for the aggregate purchase price of up to $13,568,000. On March 13, 2015, we closed on the purchase of 50 homes and on April 8, 2015 closed on the purchase of an additional three homes that were part of the 62 home portfolio for the purchase price of $3,534,263. We decided not to purchase the remaining nine homes making up the 62 home portfolio. We funded the purchase price primarily through a loan from Silvergate Bank, described below.

Our purchase of the 140 home portfolio for the purchase price of approximately $9,418,000 is subject to our due diligence inspection of the properties and our completion of this offering, the proceeds of which will be used, in part, to finance the acquisition of the 140 homes. There can be no assurance that we will consummate the acquisition.

Houston, Texas — Portfolio Acquisition .  On January 26, 2015 and May 11, 2015, we further amended our purchase and sale agreement dated September 26, 2014 for the purchase of a portfolio of up to 100 single-family homes located in the Houston, Texas metropolitan area for purposes of extending the closing date and our due diligence period, both of which have now been extended to July 31, 2015 subject to our right to extend both dates for up to an additional 30 days. Our purchase of the 100 home portfolio for the purchase price of approximately $8,700,000 is subject to our due diligence inspection of the properties and our completion of this offering, the proceeds of which will be used, in part, to finance the acquisition of the 100 homes. There can be no assurance that we will consummate the acquisition.

Silvergate Credit Facility .  On March 13, 2015, we entered into a third loan transaction with Silvergate Bank where we issued Silvergate a promissory note in the amount of $3,526,985. The proceeds of the loan were used to acquire 53 homes in the Jacksonville, Florida metropolitan area, as described above. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate until April 5, 2017 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the note is due and payable on April 5, 2020. The note is secured by first priority liens and related rents on 125 homes in the Jacksonville, Florida area.

Our Investment Process

Our investment strategy is to acquire portfolios of tenant-occupied houses with cash and/or units of limited partnership interest in our operating partnership, or OP units, from investors who have accumulated homes and who are now looking for an exit strategy. We have developed and integrated the following proprietary processes in the implementation of our investment strategy.

Balanced Value Approach for Investing

Our acquisition strategy is based upon extensive research and utilizes a proprietary acquisitions algorithm that focuses on acquiring a balance of Class “A” and “B” portfolios of rented homes that have the potential for both increased yield and appreciation. To date, we have acquired mostly Class “B” homes and as we grow over time

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we intend to acquire more Class “A” homes to achieve our balanced value approach strategy, described below. Typically, Class “A” homes are homes that are generally larger and built after the year 2000, have a current rental yield of 12%+ with higher mid-term appreciation potential, and are generally in markets with the strongest economies and/or those that did not suffer recessionary effects to the extent experienced by other parts of the country. Class “B” homes are homes that are typically smaller and built before the year 2000, have a current rental yield of approximately 14% with lower mid-term appreciation potential, and are generally in markets with recovering economies. We invest in markets that demonstrate strong and/or improving economic performance which will support the potential for rent increases and home appreciation. When approaching a market, we focus on factors such as the strength of rental demand, rates of job growth, population growth and unemployment. Within markets that meet our investment criteria, we seek to identify the neighborhoods that offer the most attractive mix of rental demand and rental rates, which are often characterized by good access to transportation networks and employment centers, good schools and low levels of crime. We believe this “balanced value” approach towards investing will help our investments achieve sustainable profitability at all times and through all cycles. This balanced value approach is intended to offer stockholders diversification, distributions, appreciation, liquidity and a lower risk investment.

Sourcing and Evaluation of Assets for Acquisition

Our management team maintains a robust and growing network of relationships within the SFR industry that provides us with access to potential portfolios of properties that meet our investment criteria. We provide our sourcing network with specific investment criteria regarding the type of dwelling and specific home characteristics, location, condition of property, and price points so that efforts are concentrated solely on the properties that are potentially viable for investment by us. We are in regular communication with portfolio sourcing contacts and send out frequent and regular emails updating investment criteria to adapt to changes due to market fluctuations and/or other factors affecting our acquisitions model. All contacts and communications with them are logged in a central database to ensure we have current and correct sourcing information as we continually build and maintain our sourcing network.

We believe the vast majority of SFR portfolios are available on an off-market basis due to the fragmentation of the SFR income-producing assets market, lack of institutional and other large buyers, and the local vs. national nature of the assets. We source potential SFR portfolios from a variety of sources in our network to optimize deal flow of our target assets, which sources include: residential brokers specializing in income-producing properties; Loopnet — online database of properties and brokers; Trulia — online database of properties and brokers; existing SFR funds attempting to liquidate holdings and/or realize profits on flips; property wholesalers — groups that acquire damaged homes and/or foreclosed homes in order to rehabilitate, rent, flip, and manage; Fannie Mae/Freddie Mac for tenant-occupied portfolios available for bid; national banks selling rented homes; homebuilders; SFR conferences; and other existing contacts.

Once a portfolio has been identified as appropriate for acquisition based on our investment criteria it is subjected to a rigorous evaluation process. This process includes a multi-tiered investment committee process ranging from pre-committee to final committee meetings. This process will ensure that all members of the investment committee agree with the findings from the due diligence period and that the portfolio in question is an appropriate investment for the company and its stockholders. The due diligence process includes case scenario financial modeling and sensitivity analysis, zip-code and neighborhood analysis, physical inspections by qualified engineers, broker price opinions (BPO) analysis to verify valuations are consistent with the purchase price, title and legal review, and finally property manager vetting and qualification.

Proactive Asset Management

Each time we acquire a portfolio of assets, we prepare a detailed budget specific for the portfolio that provides clear instructions to, and parameters for, our asset management personnel. Michael P. Soni, our Senior Advisor of Investments, currently serves as our only asset manager. We expect to hire additional asset managers and other asset management personnel as we continue to expand our operations. The asset management team’s primary responsibility will be to manage the property managers and properties to perform within the detailed budgets. Our asset managers will utilize our property managers’ offices as required for meetings that will limit the need for regional offices and related expenses. Our asset managers will proactively manage the property managers to reduce expenses and implement customer retention plans to keep our tenants

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in place longer to reduce turnover, vacancy, and re-leasing costs which will ultimately increase stockholder returns. Our asset managers will review property management reports for each portfolio on a bi-monthly basis, prepare monthly asset management reports to ensure that the property managers adhere to the portfolio’s business plan, and provide recommendations that add value to the asset or portfolio. Asset managers will monitor occupancy, rent collection, expenses, insurance, maintenance and other cap-ex closely and will ensure that property managers take all necessary steps to operate within budget. They will also review all purchase offers received on any asset in our portfolio and in turn will provide the information along with the managers’ recommendations to senior management for consideration.

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The following chart illustrates our organizational structure, after giving effect to this offering:

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Restrictions on Ownership and Transfer

Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, subject to certain exceptions, our charter provides generally that no person may, in the absence of an exemption granted by our Board of Directors, beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of our outstanding shares of common stock or more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate outstanding shares of all classes and series of our capital stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer.”

Our charter also prohibits any person from, among other things:

Our Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a person from the 9.8% ownership limits and other restrictions in our charter and may establish or increase an excepted holder percentage limit for such person if we obtain such representations and undertakings as our Board of Directors deems appropriate in order to conclude that granting the exemption and/or establishing or increasing the excepted holder percentage limit will not cause us to fail to qualify as a REIT.

Our charter also provides that any ownership or purported transfer of our stock in violation of the foregoing restrictions will result in the shares owned or transferred in such violation being automatically transferred to one or more charitable trusts for the benefit of a charitable beneficiary and the purported owner or transferee acquiring no rights in such shares, except that any transfer that results in the violation of the

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restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void. If the transfer to the trust is ineffective for any reason to prevent a violation of the restriction, the transfer that would have resulted in such violation will also be null and void.

Distribution Policy

We intend to make quarterly cash dividends in arrears to holders of our common stock. We intend to pay a pro rata distribution with respect to the period commencing on the completion of this offering and ending            , 2015, based on $     per share for a full quarter. On an annualized basis, this would be $     per share, or an annual distribution rate of approximately      %, based on an assumed public offering price of $     per share. We intend to maintain our initial distribution rate for the 12-month period ending            , 2016, unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. We estimate that      % of the cash we will distribute to our common stockholders for the 12-month period ending            , 2016 will be generated from our cash from operations and we currently estimate that 100% of the distribution for the 12-month period ending            , 2016 will represent a return of capital for tax purposes. In order to cover any difference between cash generated from operations and the amount of our planned distribution, we intend to use the proceeds from this offering or from other sources to make such distributions, including future borrowings secured by our unencumbered single-family homes. We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay income and excise taxes. Distributions declared by us will be authorized by our Board of Directors in its sole discretion out of funds legally available for such and will depend upon a number of factors, including restrictions under applicable law and the requirements for our qualification as a REIT for federal income tax purposes. See “Distribution Policy.”

Our Tax Status

We intend to elect and qualify to be taxed as a REIT for federal income tax purposes commencing with our taxable year ending December 31, 2015. We believe that we have been organized and have operated in a manner that will allow us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such a manner. To qualify and maintain our qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. See “Material Federal Income Tax Considerations.”

Corporate Information

Our principal executive offices are located at 7911 Herschel Avenue, Suite 201, La Jolla, California 92037. Our main telephone number is (858) 459-4000. Our Internet website is www.revenhousingreit.com . Information on our website is not incorporated into or a part of this prospectus.

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Historical and Pro Forma Financial Information

The following unaudited historical and pro forma information should be read in conjunction with our consolidated financial statements as of March 31, 2015 and December 31, 2014 included elsewhere in this prospectus.

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 and unaudited pro forma consolidated statement of operations for the three months ended March 31, 2015 have been prepared to give effect to the estimated net proceeds of this offering, our acquisition of 53 homes in Jacksonville, Florida on March 13, 2015, our proposed acquisition of an additional 140 homes in the Jacksonville area for $9.4 million of the net proceeds of this offering and our proposed acquisition of an additional 100 homes in the Houston, Texas area for $8.7 million of the net proceeds of this offering.

The pro forma consolidated statement of operations for the year ended December 31, 2014 has been prepared to give effect to the aforementioned acquisitions along with our acquisition of 31 homes in Jacksonville, Florida, of which 29 homes were purchased on July 7, 2014 and two homes were purchased on October 30, 2014, 60 homes in Memphis, Tennessee, of which 51 homes were purchased on July 28, 2014, five homes were purchased on September 7, 2014, three homes were purchased on November 4, 2014 and one home was purchased on December 24, 2014, and an additional 21 homes in the Memphis, Tennessee area on November 6, 2014. The unaudited pro forma consolidated statements of operations assume that each acquisition occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are also adjusted for interest on our bank loans assuming the aggregate loan amount of $15,049,125 was funded on January 1, 2014.

The pro forma adjustments to our statements of operations represent revenues and expenses incurred by the prior owner (or current owner in the case of our proposed acquisitions) of the portfolio, exclusive of certain revenues and expenses on the basis that they may not be comparable to the revenues and expenses we expect to incur in the future operations of the portfolio homes. Excluded items include interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations of the portfolio homes. Please refer to the historical and pro forma statements of operations of each of the portfolios acquisitions, and notes thereto, included elsewhere in this prospectus. Our pro forma consolidated financial statements do not purport to represent (1) the results of our operations that would have actually occurred had the aforementioned acquisitions occurred on January 1, 2014 or (2) an estimate of the results of our operations as of any future date or for any future period, as applicable.

Reven Housing REIT, Inc and Subsidiaries
Unaudited Historical and Pro Forma Condensed Consolidated Balance Sheets

		Actual March 31, 2015 (a) (Unaudited)				Pro Forma Adjustments												Pro Forma March 31, 2015 (Unaudited)
						Jacksonville 140 Acquisition (b)				Houston 100 Acquisition (c)				Offering Proceeds (d)
ASSETS
Investment in real estate, net		$	33,408,407			$	9,368,582			$	8,652,000			$	—			$	51,428,989
Cash			1,922,359				(9,404,482	)			(8,656,100	)			22,837,465				6,699,242
Rents and other receivables			194,042				—				—				—				194,042
Escrow deposits and prepaid expenses			224,596				—				—				—				224,596
Lease origination costs, net			186,940				49,100				48,000				—				284,040
Deferred Loan fees, net			452,590				—				—				—				452,590
Deferred stock issuance costs			462,465				—				—				(462,465	)			—
Total Assets		$	36,851,399			$	13,200			$	43,900			$	22,375,000			$	59,283,499
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses		$	786,433			$	—			$	—			$	—			$	786,433
Security deposits			373,429				98,200				118,900				—				590,529
Note payable			15,049,125				—				—				—				15,049,125
Total Liabilities			16,208,987				98,200				118,900				—				16,426,087

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		Actual March 31, 2015 (a) (Unaudited)				Pro Forma Adjustments												Pro Forma March 31, 2015 (Unaudited)
						Jacksonville 140 Acquisition (b)				Houston 100 Acquisition (c)				Offering Proceeds (d)
Stockholders' Equity
Common stock, 7,016,796 shares issued and outstanding at March 31, 2015,     shares issued and outstanding after offering			7,017				—				—				—				7,017
Additional paid-in capital			24,601,295				—				—				22,375,000				46,976,295
Accumulated deficit			(3,965,900	)			(85,000	)			(75,000	)			—				(4,125,900	)
Total Stockholders' Equity			20,642,412				(85,000	)			(75,000	)			22,375,000				42,857,412
Total Liabilities and Stockholders' Equity		$	36,851,399			$	13,200			$	43,900			$	22,375,000			$	59,283,499

Reven Housing REIT, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months ended March 31, 2015

		Actual Three months ended March 31, 2015 (Unaudited) (a)				Pro Forma Adjustments																Pro Forma Three months ended March 31, 2015 (Unaudited)
						Jacksonville 53 Purchase (b)				Jacksonville 140 Acquisition (c)				Houston 100 Acquisition (d)				Other Adjustments (e)
Rental income, net		$	1,114,787			$	99,740			$	281,565			$	297,208			$	—			$	1,793,300
Operating expenses:
Property operating and maintenance			283,576				29,922				112,560				60,293				—				486,351
Real estate taxes			162,501				12,745				40,168				46,443				—				261,857
Acquisition costs			246,085				—				—				—				—				246,085
Depreciation and amortization			266,888				28,000				84,600				78,750				—				458,238
General and administration			482,283				—				—				—				—				482,283
Legal and accounting			155,320				—				—				—				—				155,320
Interest expense			140,549				—				—				—				44,050				184,599
Total operating expenses			1,737,202				70,667				237,328				185,486				44,050				2,274,733
Net income (loss)		$	(622,415	)		$	29,073			$	44,237			$	111,722			$	(44,050	)		$	(481,433	)

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Reven Housing REIT, Inc. and Subsidiaries

Historical and Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2014

		Actual Year ended December 31, 2014 (Audited) (a)				Pro Forma Adjustments																												Pro Forma Year ended December 31, 2014 (Unaudited)
						Jacksonville 31 Purchase (b)				Memphis 60 Purchase (c)				Memphis 21 Purchase (d)				Jacksonville 53 Purchase (e)				Jacksonville 140 Acquisition (f)				Houston 100 Acquisition (g)				Other Adjustments (h)
Rental income, net		$	2,620,128			$	140,410			$	286,759			$	126,252			$	434,145			$	1,102,690			$	1,010,862			$	—			$	5,721,246
Operating expenses:
Property operating and maintenance			730,965				44,423				66,022				19,348				181,236				529,175				214,472				—				1,785,641
Real estate taxes			384,877				36,753				54,505				30,819				55,286				154,649				126,258				—				843,147
Acquisition costs			454,554				—				—				—				48,574				85,000				75,000				—				663,128
Depreciation and amortization			613,572				38,900				92,400				39,119				136,100				338,500				315,000				—				1,573,591
General and administrative			1,298,513				—				—				—				—				—				—				—				1,298,513
Legal and accounting			272,713				—				—				—				—				—				—				—				272,713
Interest expense			194,363				—				—				—				—				—				—				445,500				639,863
Total operating expenses			3,949,557				120,076				212,927				89,286				421,196				1,107,324				730,730				445,500				7,076,596
Net income (loss)		$	(1,329,429	)		$	20,334			$	73,832			$	36,966			$	12,949			$	(4,634	)		$	280,132			$	(445,500	)		$	(1,355,350	)

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Other Data:

Net Operating Income

We define net operating income (or NOI) as total revenue less property operating and maintenance and real estate taxes. NOI is a non-GAAP measurement that excludes acquisition costs, depreciation and amortization, general and administration, legal and accounting, and interest expenses.

We consider NOI to be a meaningful financial measure when considered with the financial statements determined in accordance with GAAP. We believe NOI is helpful to investors in understanding the amount of income after operating expenses which is generated in a given period.

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The following is a reconciliation of our NOI to net loss as determined in accordance with GAAP for the three months ended March 31, 2015 and the year ended December 31, 2014:

Reven Housing REIT, Inc. and Subsidiaries Reconciliation of Net Loss to Net Operating Income		Pro Forma Three Months Ended March 31, 2015 (Unaudited)				Pro Forma Year ended December 31, 2014 (Unaudited)
Net (loss)		$	(481,433	)		$	(1,355,350	)
Acquisition costs			246,085				663,128
Depreciation and amortization			458,238				1,573,591
General and administration			482,283				1,298,513
Legal and accounting			155,320				272,713
Interest expense			184,599				639,863
Net Operating Income		$	1,045,092			$	3,092,458
Net operating income as a percentage of total revenue			58.3	%			54.1	%

NOI should not be considered an alternative to net loss or net cash flows from operating activities, as determined in accordance with GAAP, as indications of our performance or as measures of liquidity. Nor is NOI necessarily indicative of cash available to fund future cash needs or distributions to shareholders. In addition, although we use NOI for comparability in assessing our performance against other REITs, not all REITs compute the same non-GAAP measure of NOI. Accordingly our basis for computing this non-GAAP measure may not be comparable with that of other REITs. This is due in part to the differences in property operating and maintenance expenses incurred by, and real estate taxes applicable to, different companies and the significant effect these items have on NOI.

Funds From Operations and Core Funds From Operations

Funds From Operations (or FFO) is a non-GAAP financial measure that we believe, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets. The National Association of Real Estate Investment Trusts (or NAREIT) defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, and impairment losses recognized with respect to, depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine FFO.

Core Funds From Operations (or Core FFO) is a non-GAAP financial measure that we use as a supplemental measure of our performance. We believe that Core FFO is further helpful to investors as it provides a more consistent measurement of our performance across reporting periods by removing the impact of certain items that are not comparable from period to period. We adjust FFO for expensed acquisition fees and costs, share-based compensation, and certain other non-comparable costs to arrive at Core FFO.

FFO and Core FFO should not be considered alternatives to net income (loss) or net cash flows from operating activities, as determined in accordance with GAAP, as indications of our performance or as measures of liquidity. These non-GAAP measures are not necessarily indicative of cash available to fund future cash needs. In addition, although we use these non-GAAP measures for comparability in assessing our performance against other REITs, not all REITs compute the same non-GAAP measures. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs. This is due in part to the differences in capitalization policies used by different companies and the significant effect these capitalization policies have on FFO and Core FFO. Real estate costs which are accounted for as capital improvements are added to the carrying value of the property and depreciated over time, whereas real estate costs that are expenses are accounted for as a current period expense. This affects FFO and Core FFO because costs that are accounted for as expenses reduce FFO and Core FFO. Conversely, real estate costs associated with assets that are capitalized and then subsequently depreciated are added back to net income to calculate FFO and Core FFO.

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The following table sets forth a reconciliation of our net loss as determined in accordance with GAAP and our calculations of FFO and Core FFO for the three months ended March 31, 2015 and the year ended December 31, 2014:

Reven Housing REIT, Inc. and Subsidiaries Reconciliation of Net Loss to FFO and Core FFO		Pro Forma Three Months Ended March 31, 2015 (Unaudited)				Pro Forma Year ended December 31, 2014 (Unaudited)
Net income (loss)		$	(481,433	)		$	(1,355,350	)
Add back depreciation and amortization			458,238				1,573,591
Funds from operations		$	(23,195	)		$	218,241
Add back acquisition costs			246,085				663,128
Core funds from operations		$	222,890			$	881,369

Note for the three months ended March 31, 2015 and the year ended December 31, 2014, we did not sell any of our real estate investments. Therefore we did not have any gains or losses on the sale of assets. Additionally, we have not incurred any impairments in value of any our real estate investments over these same periods.

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We are an early entrant in an emerging industry, and the long-term viability of our business strategy on an institutional scale is unproven.

Large-scale institutional investment in single-family residential homes as investment properties for rent is a relatively recent phenomenon that has emerged out of the mortgage and housing crisis that began in late 2007. Previously, single-family homes were generally not viewed as a viable asset for investment on a large scale by institutional investors. Consequently, the long-term viability of single-family residential investment strategies at an institutional scale has not yet been proven. As an early entrant in this emerging industry, we are subject to the risk that single-family rental homes may not prove to be a viable long-term business strategy for a permanent capital vehicle at an institutional scale. If it turns out that our strategy is not a viable long-term business strategy at an institutional scale, we may not be able to generate meaningful cash flows, which would materially and adversely affect the viability of our business and stock price.

We do not have any experience operating as a REIT, and we cannot assure you that we will be successful operating as a REIT.

We have no operating history as a REIT. Our Board of Directors and executive officers will have overall responsibility for the management of our company. While certain of our officers and directors have extensive experience in real estate marketing, development, management, and finance, they had not previously engaged in operating a business in accordance with the requirements of the Code for achieving and maintaining qualification as a REIT prior to joining us. We cannot assure you that the past experience of our Board of Directors and executive officers will be sufficient to successfully operate our company as a REIT. Our failure to qualify and maintain REIT status would have an adverse effect on the cash available for distribution to our stockholders, as well as our business, results of operations, financial condition and cash flows.

We have many competitors and may not be able to adequately compete in the SFR market.

Recently, several institutional investors have begun acquiring single-family homes on a large scale. Traditionally, foreclosed properties and loans secured by properties in pre-foreclosure were sold individually to private home buyers and small-scale investors. The sale of these assets in portfolios and the entry into this market of large, well-capitalized institutional investors are relatively recent trends, which we expect to intensify in the near future. Other REITs and investment funds have recently deployed, or are expected to deploy in the near future, significant amounts of capital in the single-family housing sector and may have investment objectives that overlap with ours. In acquiring our target assets, we will compete with a variety of well-capitalized real estate investors, including pension funds, individual home buyers, banks, insurance companies, public and private real estate investors, such as REITs, real estate limited partnerships and other entities engaged in real estate investment activities. We also face competition from new home builders, investors and speculators, as well as homeowners renting their properties. Most of our competitors are larger and have greater financial, technical, leasing, marketing and other resources than we do. Some competitors may enjoy significant competitive advantages that result from, among other things, having substantially more available capital, having a lower cost of capital and enhanced operating efficiencies. At this time, neither we nor any other company has established a market-leading position, and, even if we succeed in becoming an industry leader, there can be no assurance that it will confer any long-term competitive advantage or positive financial results.

Our long-term growth will depend significantly upon future acquisitions of single-family homes that meet our acquisition criteria.

The acquisition of single-family homes (which is the central element of our growth strategy) entails various risks, including the risks that we may overvalue a home or portfolio of homes, our homes may not perform as we expect, our tenants may default and our cost estimates for restoring an acquired home may prove inaccurate, and we may be unable to quickly and efficiently renew leases of our acquired homes upon their expiration. If any of these should occur, it may have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, we cannot assure you of the continued availability of acquisition opportunities in our markets at attractive pricing levels. If such opportunities are not available, our revenue and growth potential may be adversely affected.

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Our single-family homes may be unable to compete successfully for tenants.

Our single-family homes compete for tenants with other single-family homes and multi-family housing options, such as apartments and condominiums. Some of our competitors may offer more attractive properties or lower rents than we do, and they may attract the high-quality tenants to whom we seek to lease our properties. Additionally, some competing housing options may qualify for governmental subsidies that may make such options more affordable and therefore more attractive than our properties. Competition for tenants could reduce our occupancy and rental rates and adversely affect our business, results of operations, financial condition and cash flows and our ability to pay distributions to our stockholders.

We intend to rapidly expand our scale of operations and make acquisitions even if the rental and housing markets are not as favorable as they had been in 2012 when we first began our real estate operations, which could adversely impact anticipated yields.

Our long-term growth depends on the availability of acquisition opportunities in our current markets and other markets at attractive pricing levels. In many markets housing prices have already begun returning to more normalized levels from the low prices we saw in recent years due to the downturn in the housing market, and we expect that in the future housing prices will continue to rise or stabilize at its current levels, and therefore future acquisitions may be more costly and result in lower yields. See “Industry Overview and Market Opportunity.” There are many factors that may result in future acquisitions becoming more expensive and possibly less attractive than recent past and present opportunities, including:

We will continue acquiring properties as long as we believe such properties offer an attractive total return opportunity. Accordingly, future acquisitions may have lower yield characteristics than recent past and present opportunities, and if such future acquisitions are funded through equity issuances, the yield and cash available for distribution per share will be reduced and the market price of our common stock may decline.

Our limited asset class and geographic diversification increases the risk of loss.

Our portfolio is not fully diversified into a wide variety of properties or holdings. All of our real estate assets are of a single asset class (namely SFRs) and are currently located in the following markets: the Atlanta, Georgia, metropolitan area; the Houston, Texas, metropolitan area; the Jacksonville, Florida, metropolitan area; and the Memphis, Tennessee, metropolitan area. Accordingly, any adverse effects on the SFR sector specifically or the real estate industry in general or limited to such geographic markets, may have a disproportionate negative effect on our company and the value of our common stock. Additionally, we do not have geographic or product diversification or concentration as an investment objective. As a result, we could have (i) exposure to a limited number of regional and even local markets; and/or (ii) a limited number of real estate-related investments. The aggregate yields generated by our company may be negatively affected by adverse regional or local economic conditions in these geographic markets.

We are dependent on our executive officers and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.

We rely on a small number of persons to carry out our business and investment strategies. Any member of our senior management may cease to provide services to us at any time. The loss of the services of any of our key management personnel, or our inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. As we expand, we will continue to need to attract and retain qualified additional senior management but may not be able to do so on acceptable terms or at all.

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Our success depends, in part, upon our ability to hire and retain highly skilled managerial, investment and operational personnel, and the past performance of our senior management may not be indicative of future results.

The implementation of our business plan may require that we employ additional qualified personnel. Competition for highly skilled managerial, investment, financial and operational personnel is intense, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled personnel. If we are unable to hire and retain qualified personnel as required, our growth and operating results could be adversely affected.

Our dependence upon local, third-party service providers may harm our financial results or reputation if the third parties fail to perform.

We use local, third-party vendors and service providers to provide certain services for our properties. For example, we regularly rely on third-party property management companies, home improvement professionals and leasing agents to provide services to many of our properties. Selecting, managing and supervising these third-party service providers require significant resources and expertise. We do not have exclusive or long-term contractual relationships with any of these third-party providers, and we can provide no assurance that we will have uninterrupted or unlimited access to their services. If we do not select, manage and supervise appropriate third parties to provide these services, our reputation and financial results may suffer. Notwithstanding our efforts to implement and enforce strong policies and practices regarding service providers, we may not successfully detect and prevent fraud, incompetence or theft by our third-party service providers. In addition, any removal or termination of third-party service providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations. Poor performance by third-party service providers will reflect poorly on us and could significantly damage our reputation among desirable tenants. In the event of fraud or misconduct by a third party, we could also be exposed to material liability and be held responsible for damages, fines and/or penalties.

Short-term leases of residential property may expose us to the effects of declining market rents.

We anticipate that a majority of our leases to tenant-occupants will be for a term of one year. As these leases permit the tenants to leave at the end of the lease term without penalty, we anticipate our rental revenues may be affected by declines in market rents more quickly than if our leases were for longer terms. Short-term leases may result in high turnover, which involves costs such as restoring the properties, marketing costs and lower occupancy levels. Because we have a limited operating history, our tenant turnover rate and related cost estimates may be less accurate than if we had more operating data upon which to base these estimates.

We depend on the accuracy and completeness of information from third parties, and inaccuracies in such information could adversely affect profitability.

In connection with making and managing our investments, we rely heavily upon information supplied by third parties, including the information contained in tenant applications, property appraisals or other indicators of property value, title information and employment and income documentation. If any of this information is intentionally or negligently misrepresented and the misrepresentation is not detected prior to making an investment or execution of a lease, the value of the investment may be significantly less than expected. Whether a misrepresentation is made by seller of a property, the rental applicant, another third party or one of our own employees, we generally bear the risk of loss associated with the misrepresentation. Although we may have rights against persons and entities who made or knew or should have known about the misrepresentation, it will likely be difficult to recover any monetary losses that we have suffered as a result of their actions.

We may be unable to secure funds for future tenant or other capital improvements, which could limit our ability to attract or replace tenants.

When tenants do not renew their leases or otherwise vacate their space, we often are required to expend funds for property restoration and leasing commissions in order to re-lease the property. If we have not established sufficient reserves for such expenditures, we will have to obtain financing from other sources. We

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may also have future financing needs for other capital improvements to restore our properties. If we need to secure financing for capital improvements in the future but are unable to secure such financing or are unable to secure financing on terms we feel are acceptable, we may be unable to make capital improvements or we may be required to defer such improvements. If this happens, it may cause our properties to suffer from a greater risk of obsolescence or a decline in value, or a greater risk of decreased cash flow as a result of fewer potential tenants being attracted to the property or existing tenants not renewing their leases. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital improvements to our properties, and our properties’ ability to generate revenue may be significantly impaired.

Our revenue and expenses are not directly correlated, and, because a large percentage of our costs and expenses are fixed and some variable expenses may not decrease over time, we may not be able to adapt our cost structure to offset any declines in our revenue.

Many of the expenses associated with our business, such as acquisition costs, restoration and maintenance costs, homeowner’s association, or HOA, fees, personal and real property taxes, insurance, compensation and other general expenses are fixed and would not necessarily decrease proportionally with any decrease in revenue. Our assets also require a significant amount of ongoing capital expenditure. Our expenses, including capital expenditures, will be affected by, among other things, any inflationary increases, and cost increases may exceed the rate of inflation in any given period. Certain expenses incurred on a per-unit basis are recurring in nature, such as HOA fees, taxes, insurance and restoration and maintenance costs, which may not decrease on a per-unit basis as our portfolio grows through additional property acquisitions. By contrast, our revenue is affected by many factors beyond our control, such as the availability and price of alternative rental housing and economic conditions in our markets. As a result, we may not be able to fully, or partially, offset any increase in our expenses with a corresponding increase in our revenues. In addition, state and local regulations may require us to maintain our properties, even if the cost of maintenance is greater than the value of the property or any potential benefit we may receive from renting the property.

If we cannot obtain financing, our growth may be limited.

To qualify as a REIT, we will be required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our stockholders. As a result, our ability to retain earnings to fund acquisitions or other capital expenditures will be limited. As of the date of this prospectus, most of our assets were purchased with available cash, however, commencing in 2014, we have entered into three loan agreements with Silvergate Bank pursuant to which we have borrowed an aggregate of $15,049,125, the proceeds of which we used to purchase additional homes. Our loan transactions with Silvergate Bank are secured by first priority liens and related rents on 168 homes in the Houston, Texas area, 125 homes in the Jacksonville, Florida area and 93 homes in the Memphis, Tennessee area. Over time, we may determine that it is appropriate to increase our use of leverage as a component of our financing strategy in an effort to increase our return potential. We can provide no assurance that we will be able to obtain future debt financing on favorable terms or at all.

Recent events in the financial markets have had an adverse impact on the credit markets, and, as a result, credit has become significantly more expensive and difficult to obtain, if available at all. Some lenders are imposing more stringent credit terms and there has been and may continue to be a general reduction in the amount of credit available. Many banks are either unable or unwilling to provide new asset-based lending. Tightening credit markets may have an adverse effect on our ability to obtain financing on favorable terms, thereby increasing financing costs and/or requiring us to accept financing with increasing restrictions. If adverse conditions in the credit markets — in particular with respect to single-family home finance — materially deteriorate, our business could be materially and adversely affected. Our long-term ability to grow through additional investments will be limited if we cannot obtain additional financing. Market conditions may make it difficult to obtain financing, and we cannot assure you that we will be able to obtain debt or equity financing or that we will be able to obtain it on favorable terms.

We anticipate being involved in a variety of litigation.

Although we have not been subject to any litigation to date, we anticipate being involved in a range of court proceedings in the ordinary course of business as we continue to operate our business. These actions may include eviction proceedings and other landlord-tenant disputes, challenges to title and ownership rights

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(including actions brought by prior owners alleging wrongful foreclosure by their lender or loan servicer) and issues with local housing officials arising from the condition or maintenance of a property. While we intend to vigorously defend any non-meritorious action or challenge, no assurance can be given that we will not incur significant expense relating to these matters or that they will not require significant management attention and adversely affect us.

The estimates, forecasts and projections relating to our markets prepared by The London Group are based upon numerous assumptions and may not prove to be accurate.

This prospectus contains estimates, forecasts and projections relating to our primary markets that were prepared for us for use in connection with this offering by The London Group Realty Advisors, or The London Group, a real estate analysis and strategic consulting firm. See “Industry Overview and Market Opportunity.” The estimates, forecasts and projections relate to, among other things, replacement cost, home value indices, payroll employment growth, median household income, housing permits and household formation. No assurance can be given that these estimates are, or that the forecasts and projections will prove to be, accurate. These estimates, forecasts and projections are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of The London Group. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by The London Group. The application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this prospectus. Other real estate experts have different views regarding these forecasts and projections that may be more positive or negative, including in terms of the timing, magnitude and direction of future changes.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. The London Group has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying The London Group’s qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes, because events and circumstances frequently do not occur as expected, and the differences may be material. Accordingly, the forecasts and projections included in this prospectus might not occur or might occur to a different extent or at a different time. For the foregoing reasons, neither we nor The London Group can provide any assurance that the estimates, forecasts and projections contained in this prospectus are accurate, actual outcomes may vary significantly from those contained or implied by the forecasts and projections, and you should not place undue reliance on these estimates, forecasts and projections. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or The London Group’s expectations.

Our underwriting criteria and evaluation of properties involves a number of assumptions that may prove inaccurate, which may cause us to overpay for our properties or incur significant costs to operate a property.

In determining whether a particular property or portfolio of properties meets our investment criteria, we make a number of assumptions, including assumptions related to estimated time of possession, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing and tenant default rates. These assumptions may prove inaccurate, causing us to pay too much for properties we acquire, overvalue our properties or our properties not to perform as we expect, and adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties qualifying under our investment criteria. Improvements in the market prices for single-family homes in our target markets or decreases in the available inventory could also reduce the supply of properties that meet our investment criteria. Reductions in the supply of properties that meet our investment criteria may adversely affect our operating results and ability to implement our business plan.

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Certain of our older properties may contain lead-based paint, which we may be required to remove or could expose us to liability, either of which would adversely affect our operating results.

The existence of lead paint is especially a concern in residential units and can cause health problems, particularly for children. A structure built prior to 1978 may contain lead-based paint and may present a potential exposure to lead; however, structures built after 1978 are not likely to contain lead-based paint. Federal and state laws impose certain disclosure requirements and restrict and regulate renovation activities on housing built before 1978. Violation of these restrictions could result in fines or criminal liability, and we could be subject to liability arising from lawsuits alleging personal injury or related claims. Although we attempt to comply with all such regulations, we have not conducted tests on our properties to determine the presence of lead-based paint and we cannot guarantee that we will not incur any material liabilities as a result of the presence of lead paint in our properties.

Operating our business on a larger scale could result in substantial increases in our expenses.

One of our goals is to implement our single-family rental business nationally. Our business model assumes that we can successfully use our vertically integrated platform to acquire and manage single-family homes on a larger scale than we have done to date without a directly proportional increase in our expenses. As our business grows in size and complexity, we can provide no assurance that our management platform will ultimately prove to be “scalable,” we will be able to achieve economies of scale or we will be able to manage additional properties in our current markets, successfully enter new markets or grow our business without incurring significant additional expenses.

Debt service obligations could adversely affect our operating results, may require us to sell properties and could adversely affect our ability to make or sustain distributions to our stockholders and the market price of our common stock.

Commencing in 2014, we have entered into three loan agreements with Silvergate Bank pursuant to which we have borrowed an aggregate of $15,049,125, the proceeds of which we used to purchase additional homes. Our loan transactions with Silvergate Bank are secured by first priority liens and related rents on 168 homes in the Houston, Texas area, 125 homes in the Jacksonville, Florida area and 93 homes in the Memphis, Tennessee area. We may finance future activities with additional indebtedness and we may be more likely to do so as our business grows. We may borrow for a number of reasons, such as financing acquisitions, capital expenditures or distributions necessary to qualify as a REIT. Our governing documents contain no limitations on the amount of debt that we may incur. As a result, we may incur substantial debt at our parent company and or at our subsidiary levels in the future.

Incurring debt could subject us to many risks, including the risks that:

If we do not have sufficient funds to repay any debt we incur when it matures, we may need to refinance the debt or raise additional equity. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancing, increases in interest expense could adversely affect our cash flows and, consequently, cash available for distribution to our stockholders. To the extent we are required to raise additional equity to satisfy such debt, existing stockholders would see their interests diluted. If we are unable to refinance our debt or raise additional equity on acceptable terms, we may be forced to dispose of

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substantial numbers of properties on disadvantageous terms, potentially resulting in losses or the incurrence of special taxes that apply to dispositions by REITs of properties that are considered to be inventory or dealer property. To the extent we cannot meet any existing or future debt service obligations, we will risk losing some or all of our properties that may be pledged to secure our obligations to foreclosure. Any unsecured debt agreements we enter into may contain specific cross-default provisions with respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances.

Our financial results in the period or periods immediately following completion of this offering may not be reflective of our earning potential and may cause our stock price to decline.

Our financial results in the fiscal periods immediately following completion of this offering may not be representative of our future potential. Prior to the full deployment of the net proceeds from this offering, we may invest the undeployed net proceeds in interest-bearing, short-term, investment-grade securities or money market accounts that are consistent with our intention to qualify as a REIT. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described in this prospectus. In addition, since we expect to experience rapid growth following this offering, we will have a greater percentage of our portfolio invested in assets in the process of stabilization than we would expect to have as a more mature operation. It will take time and significant cash resources to restore, reposition and lease these properties in the process of stabilization. As a result, newly acquired properties, that are not leased at the time of acquisition, will not begin generating revenue for some period of time following this offering and will reduce our overall financial performance. In addition, future equity or debt financings may impact our financial results in the fiscal periods following such financings for the same reasons listed above.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business we acquire and store sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current tenants, our employees and third-party service providers on our networks and website. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, which could adversely affect our results of operations and competitive position.

Risks Related to the Single-Family Rental Housing Market

If rents in our markets do not increase sufficiently to keep pace with rising costs of operations, our cash available for distribution will decline.

The success of our business model will substantially depend on conditions in the single-family rental market in our geographic markets. Our asset acquisitions are premised on assumptions about, among other things, occupancy and rent levels, and if those assumptions prove to be inaccurate our cash flows will be lower than expected. When we first began executing our business plan, rental rates and occupancy levels benefited from macroeconomic trends affecting the U.S. economy and residential real estate markets in particular, including:

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In recent periods, however, we have seen a reversal of these trends in the residential rental market. Eventually, the continued strengthening of the U.S. economy and job growth, coupled with government programs designed to keep homeowners in their homes and/or other factors, may contribute to trends that favor homeownership rather than renting. A softening of the rental market in our markets would reduce our rental revenue.

Acquiring properties during periods when the single-family home sector is experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in the single-family home sector and significant competition for income producing real estate may inflate the purchase prices for such assets. To the extent we purchased or in the future purchase real estate in such an environment, it is possible that the value of our properties may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount we paid for such properties. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the single-family home sector and the number of investors participating in the sector, could cause the value of our properties to decline.

We may engage in expedited transactions that increase the risk of loss.

Our underwriting guidelines require a thorough analysis of many factors, including, among others, the underlying property’s financial performance and condition, geographic market assessment and future prospects of the property within the market. Investment analyses and decisions by us may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to us at the time of making an investment decision may be limited, and we may not have access to detailed information regarding the investment property, such as physical characteristics, environmental matters, zoning regulations or other local conditions affecting an investment property. If we make the decision to purchase a property prior to the full completion of one or more of these analyses, we may fail to identify certain risks that we would otherwise have identified and suffer significant losses as a result. Therefore, no assurance can be given that we will have knowledge of all circumstances that may adversely affect an investment. Additionally, we expect to rely upon independent consultants in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants or to our right of recourse against them in the event errors or omissions do occur.

Properties acquired as part of portfolios or in bulk may subject us to a variety of risks.

All of our properties have been, and we expect that a substantial portion of any future property acquisitions will be, purchased as portfolios in bulk from owners of portfolios of single-family homes. To the extent the management and leasing of such properties have not been consistent with our property management and leasing standards, we may be subject to a variety of risks, including risks relating to the condition of the properties, the credit quality and employment stability of the tenants and compliance with applicable laws, among others. In addition, financial and other information provided to us regarding such portfolios during our due diligence may not be accurate, and we may not discover such inaccuracies until it is too late to seek remedies against such sellers. To the extent we timely pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such inaccuracies.

We may be unable to keep or attract tenants.

We may not be able to retain current, or attract new, tenants for the properties we may acquire. We may make substantial concessions in terms of rent and lease incentives, and construct tenant improvements, to attract new tenants or keep existing tenants. The operating results and financial viability of any property could be substantially and materially affected by any inability to retain and attract tenants. Additionally, there is the

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risk that tenants may break their leases before those leases expire. Any of such properties may not be able to retain or increase its current occupancy at projected rents. If that occurs, our operations and our ability to make distributions to stockholders may be adversely affected.

Lease terminations or tenant defaults could reduce our income and limit our ability to make distributions.

The success of our investments will materially depend on the financial stability of our tenants. The inability of tenants to meet their rental obligations would lower our net income. A default by a significant number of tenants on their lease payments would cause us to lose the revenue associated with such leases and require us to find an alternative source of revenue to meet operating expenses. We may fail to, or may not be able to, discover factors that would indicate a heightened level of uncertainty with respect to tenant defaults when performing due diligence on prospective investments. Tenant defaults increase the risk that we, and our stockholders, could suffer a loss.

If a tenant defaults or goes bankrupt, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting the property. If a defaulting tenant does not cooperate in vacating the property, we would have to engage in time-consuming and costly prosecution and enforcement of eviction proceedings, during which time there would be no rental revenues from such unit and no likely recovery of damages from the defaulting tenant. These events could limit our ability to make distributions to stockholders and decrease the value of our common stock.

If and when residents of our portfolio properties decide not to renew their leases upon expiration, we may be unable to relet such residents’ properties. Even if the residents do renew or we can relet the properties, the terms of renewal or reletting may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the properties, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected.

A number of our properties are part of HOAs, and we and our tenants are subject to the rules and regulations of such HOAs, which may be arbitrary or restrictive. Violations of such rules may subject us to additional fees, penalties and litigation with such HOAs which would be costly.

As of March 31, 2015, approximately 15% of our properties are located within HOAs, which are private entities that regulate the activities of owners and occupants of, and levy assessments on, properties in a residential subdivision. HOAs in which we own properties may have or may enact onerous or arbitrary rules that restrict our ability to restore, market or lease our properties or require us to restore or maintain such properties at standards or costs that are in excess of our planned budgets. Such rules may include requirements for landscaping, limitations on signage promoting a property for lease or sale or the requirement that specific construction materials be used in restorations. Some HOAs also impose limits on the number of property owners who may rent their homes, which, if met or exceeded, would cause us to incur additional costs to sell the property and opportunity costs of lost rental revenue. Furthermore, many HOAs impose restrictions on the conduct of occupants of homes and the use of common areas, and we may have tenants who violate HOA rules and for which we may be liable as the property owner. Additionally, the boards of directors of the HOAs in which we own property may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments or arbitrarily change the HOA rules. We may be unaware of or unable to review or comply with HOA rules before purchasing a property, and any such excessively restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from renting such property or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

We are subject to tenant relief laws and may be subject to rent control laws, which could negatively impact our rental revenue.

As an owner of rental properties, we expect that we will regularly be seeking to evict tenants who are not paying their rent or are otherwise in material violation of the terms of their lease. Eviction activities will result in additional legal costs and require the time and attention of our management. The eviction process is typically subject to numerous legal requirements and mandatory “cure” policies, which may increase our

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costs and delay our ability to gain possession of and stabilize a property. Additionally, state and local landlord-tenant laws may impose legal duties on us to assist tenants in relocating to new housing, or restrict our ability to recover certain costs or charge tenants for damage tenants cause to our property. Because such laws vary by state and locality, we will need to be familiar with and take appropriate steps to comply with applicable landlord-tenant laws in the jurisdictions in which we operate, and we will need to incur supervisory and legal expenses to ensure such compliance. To the extent that we do not comply with state or local laws, we may be subjected to civil litigation filed by individuals, a class of plaintiffs or by state or local law enforcement. We may be required to pay our adversaries’ litigation fees and expenses if judgment is entered against us in such litigation or if we settle such litigation.

Furthermore, rent control laws may affect our rental revenue. Especially in times of recession and economic slowdown, rent control initiatives can receive significant political support. If rent control becomes applicable to certain of our properties, the effects on both our rental revenue and the value of such properties could be material and adverse.

Class action, tenants’ rights and consumer rights litigation may result in increased expenses and harm our results.

There are numerous tenants’ rights and consumer rights organizations that operate in our markets, and, as we grow in scale, we may attract attention from some of these organizations and become a target of legal demands or litigation. With the increased market for single-family rentals arising from former homeowners who may have lost their properties, some of these organizations may shift their litigation, lobbying, fundraising and grass roots organizing activities to focus on landlord-tenant issues, including issues relating to the Fair Housing Act, or FHA, and its state law counterparts. While we intend to conduct our business lawfully and in compliance with applicable landlord-tenant and consumer laws, such organizations might work in conjunction with trial and pro bono lawyers in one state or multiple states to attempt to bring claims against us on a class action basis for damages or injunctive relief. We cannot anticipate what form such legal actions might take if initiated or what remedies they may seek. Additionally, these organizations may lobby local county and municipal attorneys or state attorneys general to pursue enforcement or litigation against us or may lobby state and local legislatures to pass new laws and regulations to constrain our business operations. If they are successful in any such endeavors, they could limit our business operations and may impose on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.

Poor tenant selection and defaults by our tenants may negatively affect our financial performance and reputation.

Our success will depend, in large part, upon our ability to attract and retain qualified tenants for our properties. This will depend, in turn, upon our ability to screen applicants, identify good tenants and avoid tenants who may default. We will inevitably make mistakes in our selection of tenants, and we may rent to tenants whose default on our leases or failure to comply with the terms of the lease or HOA regulations negatively affect our financial performance, reputation and the quality and value of our properties. For example, tenants may default on payment of rent, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, make use of our properties for illegal purposes, damage or make unauthorized structural changes to our properties which may not be fully covered by security deposits, refuse to leave the property when the lease is terminated, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with HOA regulations, sub-let to less desirable individuals in violation of our leases or permit unauthorized persons to live with them. In addition, defaulting tenants will often be effectively judgment-proof. The process of evicting a defaulting tenant from a family residence can be adversarial, protracted and costly. Furthermore, some tenants facing eviction may damage or destroy the property. Damage to our properties may significantly delay re-leasing after eviction, necessitate expensive repairs or impair the rental revenue or value of the property, resulting in a lower than expected rate of return. In addition, we will incur turnover costs associated with re-leasing the properties, such as marketing expense and brokerage commissions, and will not collect revenue while the property is vacant. Although we will attempt to work with tenants to prevent such damage or destruction, there can be no assurance that we will be successful in all

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or most cases. Such tenants will not only cause us not to achieve our financial objectives for the properties in which they live, but may subject us to liability, and may damage our reputation with our other tenants and in the communities where we do business.

Declining real estate values and impairment charges could adversely affect our earnings and financial condition.

We intend to review the carrying value of our long-lived assets for impairment whenever events or changes in circumstances, such as adverse market conditions, indicate that their carrying amount may not be recoverable. If our evaluation indicates that we may be unable to recover the carrying value of a material portion of our real estate investments, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the properties. These losses would have a direct impact on our net income, because recording an impairment loss results in an immediate negative adjustment to net income. They would also be reflected as a decrease in assets on our balance sheet. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A deteriorating real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could adversely affect our financial condition, results of operations, cash available for distribution and market price of our common stock.

Risks Related to the Real Estate Industry Generally

There are significant risks involved with any investment in real estate.

The performance of our investments, and the performance of our company and our ability to make distributions, is subject to those risks typically associated with investments in real estate. Any change in operating expenses and tax rates could adversely affect operating results or render the sale, financing, or refinancing of a portfolio of properties difficult or unattractive. Certain expenditures associated with the properties will be fixed (principally real estate taxes and maintenance costs) and will be payable even if the properties do not generate sufficient income, which could have a negative impact on us. No assurance can be given that certain assumptions as to future costs of operating any of our properties will be accurate, since such matters will depend on events and factors beyond our control. These factors include, among others:

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A worsening of current financial market conditions or events negatively impacting the U.S. banking system could adversely affect our operations and our ability to make distributions.

Uninsured or underinsured losses relating to real property may adversely affect our returns.

We attempt to ensure that all of the properties we acquire are adequately insured to cover casualty losses. However, there are certain losses, including losses from floods, fires, earthquakes, acts of war, acts of terrorism or riots, that may not always be insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of the properties we acquire incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties and could potentially remain obligated under any recourse debt associated with the property. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or restore a property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property. Any such losses could adversely affect us and the market price of our common stock. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future.

Due diligence on properties may not reveal all conditions that may adversely affect the value of our investments.

We perform due diligence on each investment prior to its acquisition. Regardless of the thoroughness of the due diligence process, not all circumstances affecting the value of an investment can be ascertained through the due diligence process. If the due diligence materials provided to us are inaccurate, if we do not sufficiently investigate or follow up on matters brought to our attention as part of the due diligence process, or if the due diligence process fails to detect material facts that impact the value determination, we may acquire an investment that results in significant losses to us or may overpay for an investment, which would cause our financial results to suffer.

Contingent or unknown liabilities could adversely affect our financial condition.

Our acquisition activities are subject to many risks. We may acquire properties that are subject to unknown or contingent liabilities, including liabilities for or with respect to liens attached to properties, unpaid real estate taxes, utilities or HOA charges for which a prior owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of vendors or other persons dealing with the acquired properties and tax liabilities, among other things. In each case, our acquisition may be without any, or with only limited, recourse with respect to unknown or contingent liabilities or conditions. As a result, if any such liability were to arise relating to our properties, or if any adverse condition exists with respect to our properties that is in excess of our insurance coverage, we might have to pay substantial sums to settle or cure it, which could adversely affect us. The properties we acquire may also be subject to covenants, conditions or restrictions that restrict the use or ownership of such properties, including prohibitions on leasing or requirements to obtain the approval of HOAs prior to leasing. We may not discover such restrictions during the acquisition process and such restrictions may adversely affect our ability to operate such properties as we intend.

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In addition, purchases of single-family homes acquired as part of a portfolio or in bulk purchases typically involve few or no representations or warranties with respect to the properties and may allow us limited or no recourse against the sellers of such properties. Such properties also often have unpaid tax, utility and HOA liabilities for which we may be obligated but fail to anticipate.

Costs of complying with governmental laws and regulations may reduce our income and cash available for distributions.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to, among other things, environmental protection, human health and safety and access by persons with disabilities. We could be subject to liability in the form of fines or damages for noncompliance with these laws and regulations, even if we did not cause the events(s) resulting in liability.

Environmental Laws Generally.   Environmental laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the acts causing the contamination were legal, regardless of whether the contamination was present prior to a purchaser’s acquisition of a property, and whether an owner knew of such contamination. The conditions of investments at the time we acquire them, operations in the vicinity of our investments, such as the presence of underground tanks, or activities of unrelated third parties may affect the value or performance of our investments.

Hazardous Substances.   The presence of hazardous substances on owned real estate owned by us, or the failure to properly remediate these substances, may hinder our ability to sell, rent or pledge investments as collateral for future borrowings. Any material expenditures, fines, or damages that we must pay will reduce our ability to make distributions to stockholders and may reduce the value of an investment in our common stock.

Other Regulations.   We may be required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could adversely affect our performance and ability to make distributions to stockholders.

We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.

The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase and sale agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property, as well as the loss of rental revenue from that property.

We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sales to our stockholders may be limited.

Real estate investments are relatively illiquid, and, as a result, we may have a limited ability to sell our properties should the need arise. When we sell our properties, we may not realize gains on such sales. We may elect not to distribute any proceeds from the sales of properties to our stockholders; for example, we may use such proceeds to:

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Our ability to sell our properties may also be limited by our need to avoid the 100% prohibited transactions tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to ensure that we avoid such characterization, we may be required to hold our properties for a minimum period of time and comply with certain other requirements in the Code or dispose of our properties through our TRS, which will be subject to federal and state income taxation as a corporation.

Increases in property taxes could adversely affect the value of a property or our ability to hold the property long enough to realize the desired return on its investment.

Property taxes may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. As the owner of real estate properties, we will be responsible for payment of the taxes to the applicable government authorities. If real property taxes increase, we may or may not be able to raise rents to offset such increased taxes. Because such changes in property taxes are difficult to predict when a property is acquired, the financial results projected at the time of our investment may be realized during the period of our ownership and, therefore, cash flows and property values could be materially and negatively affected in a manner that we cannot foresee. If we fail to pay any such taxes, the applicable taxing authority may place a lien on the property and the property may be subject to a tax sale.

Our properties may be or become subject to condemnation or eminent domain proceedings.

A governmental authority could bring an eminent domain or inverse condemnation action against a property. Such an action could have a material adverse effect on the financial viability and marketability of that property, and, as a result, the results of our operations and our ability to make distributions to stockholders.

Risks Related to Our Organization and Structure

Provisions of our charter may limit the ability of a third party to acquire control of us by authorizing our Board of Directors to issue additional securities.

Our Board of Directors may, without stockholder approval, approve an amendment to our charter to increase or decrease the aggregate number of our shares or the number of shares of any class or series that we have the authority to issue, and classify or reclassify any unissued shares of our common or preferred stock, and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our Board of Directors may authorize the issuance of additional shares or establish a series of common or preferred stock that may have the effect of delaying or preventing a change in control of our company, including transactions at a premium over the market price of our shares, even if stockholders believe that a change in control is in their interest. These provisions, along with the restrictions on ownership and transfer contained in our charter and certain provisions of Maryland law described below, could discourage unsolicited acquisition proposals or make it more difficult for a third party to gain control of us, which could adversely affect the market price of our securities. See “Certain Provisions of Maryland Law and of Our Charter and Bylaws.”

Provisions of Maryland law may limit the ability of a third party to acquire control of us by requiring our Board of Directors or stockholders to approve proposals to acquire our company or effect a change in control.

Certain provisions of the Maryland General Corporation Law, or the MGCL, applicable to Maryland corporations may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of their shares, including:

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By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to opt in to the business combination provisions of the MGCL, and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL at any time in the future, whether before or after an acquisition of control shares. See “Certain Provisions of Maryland Law and of Our Charter and Bylaws — Business Combinations” and “Certain Provisions of Maryland Law and of Our Charter and Bylaws — Control Share Acquisitions.”

Certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could be in the best interests of our stockholders. Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Directors. See “Certain Provisions of Maryland Law and of Our Charter and Bylaws — Subtitle 8.”

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.

Under Maryland law, generally, a director will not be liable if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

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Our charter authorizes us to obligate ourselves to, and our bylaws require us to, indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each director and officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party to, or witness in, by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter and bylaws or that might exist with other companies. See “Certain Provisions of Maryland Law and of Our Charter and Bylaws — Limitation of Directors’ and Officers’ Liability and Indemnification.”

Our charter contains provisions that make removal of our directors difficult, and the employment agreements we have with some of our executives contain severance provisions that make termination of their employment under certain circumstances expensive for us, which could make it difficult for our stockholders to effect changes to our Board of Directors and our management.

Our charter provides that a director may be removed only for cause (as defined in our charter) and then only by the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors. Our charter also provides that vacancies on our Board of Directors may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements prevent stockholders from removing directors except for cause and with a substantial affirmative vote and from replacing directors with their own nominees and may prevent a change in control of our company that is in the best interests of our stockholders.

We have entered into employment agreements with each of our executive officers containing severance provisions that could make it difficult and costly for us to terminate their employment. For additional information, see “Management — Employment Agreements.”

Our Board of Directors may change our investment strategy, financing strategy or leverage policies, or any of our other major policies, without the consent of stockholders.

Our Board of Directors determines our major strategies and policies, including policies and guidelines relating to our acquisitions and divestitures, asset allocation, leverage, financing, growth, operations, indebtedness and distributions to stockholders. Our Board of Directors may amend or revise these and other policies and guidelines from time to time without the vote or consent of our stockholders, which could result in our acquiring properties that are different from, and possibly riskier than, the types of single-family residential real estate and related investments described in this prospectus. Accordingly, our stockholders will have limited control over changes in our policies, and those changes could adversely affect our business, results of operations, financial condition and cash flows and our ability to make distributions to our stockholders.

We may structure acquisitions of property in exchange for OP units on terms that could limit our liquidity or our flexibility.

We may acquire properties by issuing OP units in exchange for a property owner contributing property to the operating partnership. If we enter into such transactions, in order to induce the contributors of such properties to accept OP units, rather than cash, in exchange for their properties, it may be necessary for us to provide them additional incentives. For instance, our operating partnership’s limited partnership agreement provides that any holder of units may exchange limited partnership units for cash equal to the value of an equivalent number of shares of our common stock or, at our option, for shares of our common stock on a one-for-one basis. We may, however, enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. If the contributor required us to repurchase units for cash pursuant to such a provision, it would limit our liquidity and thus our ability to use cash to make other investments, satisfy other obligations or make distributions to stockholders. Moreover, if we were required to repurchase units for cash at a time when we did not have sufficient cash to fund the repurchase, we might be required to sell one or more properties to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the contributor received as a limited partner in our operating partnership did not provide

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the contributor with a defined return, then upon redemption of the contributor’s units we would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of a property to defer taxable gain on the contribution of property to our operating partnership, we might agree not to sell a contributed property for a defined period of time or until the contributor exchanged the contributor’s units for cash or shares. Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us.

If our operating partnership fails to qualify as a partnership for federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.

Our operating partnership will initially be wholly-owned, directly and indirectly, by us, and will be classified for U.S. federal income tax purposes as a disregarded entity. Once our operating partnership has more than one other member apart from us and our wholly-owned subsidiaries, we believe that it will then be treated as a partnership and not an association or a publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes. As a disregarded entity or partnership, our operating partnership will not be subject to U.S. federal income tax on its income. Instead, each of the partners will be allocated its share of our operating partnership’s income. No assurance can be provided, however, that the IRS will not challenge our operating partnership’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would not qualify as a REIT. Also, the failure of the operating partnership to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of its cash available for distribution to its partners, including us.

Risks Related to Qualification and Operation as a REIT

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We intend to elect to be treated as a REIT for U.S. federal income tax purposes. However, there can be no assurance that we will be successful in obtaining and maintaining REIT status. Our ability to qualify as a REIT will depend on our satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex provisions of the Code, for which there may be only limited judicial or administrative interpretations. Qualification and maintenance of REIT status involves the determination of various factual matters and circumstances not entirely within our control. No assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not change the tax laws with respect to qualification as a REIT or the U.S. federal income tax consequences of that qualification.

If we were to fail to qualify as a REIT for any taxable year, we would be subject to U.S. federal income tax on our taxable income at corporate rates (currently 35%). In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we lose our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer be deductible in computing our taxable income and we would no longer be required to make distributions. To the extent that distributions had been made in anticipation of our qualifying as a REIT, we might be required to borrow funds or liquidate some investments in order to pay the applicable corporate income tax. In addition, although we intend to elect for qualification as a REIT, it is possible that future economic, market, legal, tax, or other considerations may cause our Board of Directors to determine that it is no longer in our best interest to be qualified as a REIT and recommend that we do not proceed with our proposed REIT election or otherwise revoke our REIT election.

To qualify as a REIT, we must meet annual distribution requirements, which could result in us distributing amounts that may otherwise be used for our operations.

To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the

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deduction for distributions paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds or sell assets to fund these distributions. It is possible that we might not always be able to continue to make distributions sufficient to meet the annual distribution requirements required to maintain our REIT status, avoid corporate tax on undistributed income and/or avoid the 4% excise tax.

From time to time, we may generate taxable income that is greater than our income for financial reporting purposes, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect our value.

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Neither ordinary nor capital gain distributions with respect to our common stock nor gain from the sale of common stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

The prohibited transactions tax may limit our ability to dispose of our properties.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property other than foreclosure property held primarily for sale to customers in the ordinary course of business. We may be subject to the prohibited transactions tax in an amount equal to 100% of net gain upon a disposition of real property. Although a safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we will be able to comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through a taxable REIT subsidiary (our TRS), which would be subject to federal and state income taxation as a corporation. For example, if we decide to acquire properties opportunistically to restore in anticipation of immediate resale, we will need to conduct that activity through our TRS to avoid the 100% prohibited transactions tax. No assurance can be given, however, that the U.S. Internal Revenue Service (the IRS) will respect the transaction by which any such properties are contributed to our TRS, and, even if the contribution transaction is respected, our TRS may incur a significant tax liability as a result of any such sales.

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We may pay taxable dividends of our common stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.

We may distribute taxable dividends that are payable in cash and common stock at the election of each stockholder. The IRS has issued private letter rulings to other REITs treating certain distributions that are paid partly in cash and partly in stock as taxable dividends that would satisfy the REIT annual distribution requirement and qualify for the dividends paid deduction for federal income tax purposes. Those rulings may be relied upon only by taxpayers to whom they were issued, but we could request a similar ruling from the IRS. Accordingly, it is unclear whether and to what extent we will be able to make taxable dividends payable in cash and common stock.

If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for federal income tax purposes. As a result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. If we made a taxable dividend payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may be viewed as economically equivalent to a dividend reduction and put downward pressure on the market price of our common stock. We do not currently intend to pay taxable dividends in the form of our common stock and cash, although we may choose to do so in the future.

Our ownership of our TRS is subject to limitations, and our transactions with our TRS could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

In general, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries together with any other non-qualifying assets. In addition, the Code limits the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT to assure that the taxable REIT subsidiary is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on REITs for certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s-length basis. We monitor the value of our respective investments in our TRS for the purpose of ensuring compliance with the REIT asset requirements and to structure our transactions with our TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above.

There can be no assurance, however, that we will be able to comply with the REIT asset requirements or avoid application of the 100% excise tax.

You may be restricted from acquiring or transferring certain amounts of our common stock.

The stock ownership restrictions of the Code for REITs and the 9.8% stock ownership limits in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities.

In order to qualify as a REIT for each taxable year after 2015, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and outstanding stock at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year for each taxable year after 2015. To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our Board of Directors, our charter

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prohibits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding shares of common stock or more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate outstanding shares of all classes and series of our capital stock. Our Board of Directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding shares would result in our failing to qualify as a REIT. These restrictions on ownership and transfer will not apply, however, if our Board of Directors determines that it is no longer in our best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer necessary in order for us to qualify as a REIT.

Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our stockholders and the ownership of our stock. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution and may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Complying with the REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments (other than governmental securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our assets can be represented by securities of one or more taxable REIT subsidiaries together with any other non-qualifying assets. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

Liquidation of assets may jeopardize our REIT status.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to satisfy our obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our status as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Qualifying as a REIT involves highly technical and complex provisions of the Code.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our proposed REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own a non-controlling equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.

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Foreign investors may be subject to FIRPTA on the sale of common stock if we are unable to qualify as a domestically controlled REIT.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to a tax known as the Foreign Investment in Real Property Tax Act (“FIRPTA”) on the gain recognized on the disposition. FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is a domestically controlled REIT. A domestically controlled REIT is a REIT in which, at all times during a specified testing period, less than 50% in value of its shares is held directly or indirectly by non-U.S. holders. We are not currently domestically-controlled, and may never become domestically-controlled, and so there can be no assurance that foreign investors will be able to rely on this exemption under FIRPTA. Another FIRPTA exemption is potentially available in the case of gain realized by a foreign investor on a sale of our common stock if our common stock is traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than five percent of the value of our outstanding common stock. Although our stock is currently not traded on an established securities market, we expect that it will be following the completion of this offering.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common stock.

At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective, and any such law, regulation, or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in the federal income tax laws, regulations or administrative interpretations.

Risks Related to This Offering and Ownership of Our Common Stock

The availability and timing of our anticipated cash distributions are uncertain, and the distributions when made are expected to be paid partially from the proceeds of this offering and are estimated to represent a return of capital.

We are generally required to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year in order for us to qualify as a REIT under the Code, which requirement we currently intend to satisfy through quarterly cash distributions of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. Although we intend to pay quarterly cash dividends at the level described in the “Distribution Policy” section of this prospectus, our ability to make distributions may be adversely affected by a number of factors, including the risk factors described in this prospectus.

We intend to maintain our initial distribution rate for the 12-month period ending            , however, ultimately our Board of Directors will determine the amount and timing of any distributions. In making such determinations, our directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, general operational requirements and restrictions under applicable law. We bear all expenses incurred by our operations, and the funds generated by our operations, after deducting these expenses, are currently estimated to not be sufficient to cover desired levels of distributions to our stockholders. As such, we expect that the initial distributions will be paid from funds currently on hand and raised by this offering and we currently estimate 100% of the distribution will represent a return of capital for tax purposes. In addition, our Board of Directors, in its discretion, may retain any portion of such cash in excess of our REIT taxable income for working capital. We cannot assure you how long it may take to generate sufficient available cash flow to fund distributions, nor can we assure you that sufficient cash will be available to make distributions to you. With a limited operating history, we may be unable to make, maintain or increase distributions over time.

There are many factors that can affect the availability and timing of cash distributions to stockholders. Because we may receive rents and income from our properties at various times during our fiscal year,

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distributions paid may not reflect our income earned in that particular distribution period. The amount of cash available for distribution will be affected by many factors, including without limitation, the amount of time it takes for us to deploy the net proceeds from this offering into our target assets, the amount of income we will earn from those investments, the amount of our operating expenses and many other variables. Actual cash available for distribution may vary substantially from our expectations.

While we intend to fund future payments of quarterly distributions to our stockholders entirely from distributable cash flows, initial funds for our quarterly distributions to our stockholders are expected to be made from a combination of available net cash flows, equity capital and proceeds from borrowings. In the event we are unable to consistently fund future quarterly distributions to our stockholders entirely from distributable cash flows, the value of our shares may be negatively impacted.

Certain of our existing stockholders affiliated with Mr. Xiaofan Bai have substantial influence over our company, and their interests may not be aligned with the interests of our other stockholders and sales of their shares could cause the market price of our common stock to decrease.

Prior to this offering, Mr. Xiaofan Bai, a member of our Board of Directors, and three of our stockholders affiliated with Mr. Bai collectively own approximately 83.9% of our outstanding voting securities. These three stockholders are private equity funds managed and controlled by Mr. Bai. Although this ownership interest will decrease to     % as a result of this offering, it will still represent a significant concentration of ownership in our company. As a result of this ownership interest, Mr. Bai has significant influence over our company and our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors, any amendments to our articles of incorporation and bylaws, and other significant corporate actions requiring stockholder approval. This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares. The interests of Mr. Bai and his affiliates may not always be aligned with the interests of our other stockholders. Furthermore, any sales of substantial amounts of shares of our common stock in the public market by Mr. Bai or the other stockholders affiliated with Mr. Bai, or the perception that such sales might occur, could result in significant downward pressure on the market price of our common stock. In addition, Mr. Xiaofan Bai and Mr. Xiaohang Bai, who is also a member of our Board of Directors, are cousins and Mr. Xiaofan Bai is married to Ms. Siyu Lan, who is also a member of our Board.

The NASDAQ Capital Market or another nationally recognized stock exchange may not list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We have applied to list our common stock on the NASDAQ Capital Market under the symbol “RVEN.” There can be no assurance that our listing application will be accepted by the NASDAQ Capital Market. Even if our listing application is accepted, in order to remain listed, we will be required to meet the continued listing requirements of the NASDAQ Capital Market or, in the alternative, any other nationally recognized exchange to which we may apply. We may be unable to satisfy these listing requirements, and there is no guarantee that our common stock will remain listed on a nationally recognized exchange. If after listing, our common stock is delisted from the NASDAQ Capital Market or any other nationally recognized stock exchange, we could face significant material adverse consequences, including:

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An active trading market for our common stock may never develop following this offering.

Prior to this offering, trading in our common stock on the OTCQB Marketplace has been limited and sporadic. An active trading market for our common stock may never develop or be sustained, which may affect your ability to sell your common stock and could depress the market price of your common stock. We have applied to list our common stock on the NASDAQ Capital Market under the symbol “RVEN.” There can be no assurance that our listing application will be accepted by the NASDAQ Capital Market. Listing on the NASDAQ Capital Market would not ensure that an actual market will develop for our common stock. As a result, no assurances can be given that you will be able to readily sell your common stock at a price equal to or above the price you paid.

There can be no assurance that we will ever provide liquidity to our investors through a sale of our company.

Potential investors are cautioned that no assurances can be given that any form of merger, combination, or sale of our company or any of our real estate assets will take place following this offering, or that any merger, combination, or sale, even if consummated, would provide liquidity or a profit for our investors following this offering. You should not invest in our company with the expectation that we will be able to sell our company or any of our assets in order to provide liquidity or a profit for our investors.

The trading and price of our common stock may be volatile and could decline substantially following this offering.

The offering price to the public will be determined through negotiations between us and the representative of the underwriters and may bear no relationship to the price at which the common stock will trade upon completion of this offering. Further, the stock markets, including the NASDAQ Capital Market, have experienced significant price and volume fluctuations. As a result, the market price of our common stock is likely to be similarly volatile, and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this prospectus, and others such as:

If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly.

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We have identified material weaknesses in our internal control over financial reporting, and our business and stock price may be adversely affected if we do not adequately address those weaknesses or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting.

In connection with the preparation of our consolidated financial statement for the fiscal year ended December 31, 2014, we became aware that we had been improperly accounting for our portfolio acquisitions of leased single family homes as asset acquisitions instead of business acquisitions. Therefore, we had been capitalizing, instead of expensing, real property acquisition costs. Additionally, we determined that we had been improperly allocating a portion of our purchase price relating to 2013 acquisitions on our balance sheet to building values instead of lease origination costs. Our management concluded that these errors in accounting constituted “material weaknesses” in our internal control over financial reporting. In particular, we had to restate our financial information as of and for the fiscal year ended December 31, 2013 and as of and for the nine months ended September 30, 2014.

Proper systems of internal controls over financial reporting are critical to the operation of a public company. As we are a start-up company that has been operating as a public company for a relatively short period of time, we are at the early stages of establishing, and we may be unable to effectively establish, such systems. Specifically, we have limited segregation of duties within our accounting functions due to our having only three employees and believed this limited segregation of duties to be a significant deficiency in our internal controls over financial reporting. Due to our size and nature, segregation of all duties may not always be possible and may not be economically feasible, although we intend to hire internal financial and accounting personnel as our company grows. Failure to effectively establish such systems would leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives. There is also the risk that the material weaknesses in our internal controls with respect to our errors in accounting as discussed above could reoccur.

Moreover, we do not expect that internal controls over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely impact us. If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market price of our stock could decline significantly, we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.

Exercise of stock options and outstanding warrants will dilute your percentage of ownership and could cause our stock price to decline.

As of March 31, 2015, we have outstanding warrants to purchase an aggregate of 263,588 shares of common stock. The warrants are exercisable at $4.00 per share and were issued to the investors in our October 2012 and January 2013 convertible note financings. Exercise of any of these warrants would result in our issuing a significant number of additional shares of common stock. Additionally, we may issue stock options, restricted stock award, and other stock-based award of up to 1,601,250 shares of common stock under our Amended and Restated 2012 Incentive Compensation Plan (the “2012 Plan”). In the future, we may grant additional stock options, warrants and convertible securities. The exercise, conversion or exchange of stock options, warrants or convertible securities will dilute the percentage ownership of our other stockholders. Sales of a substantial number of shares of our common stock could cause the price of our common stock to decline and could impair our ability to raise capital by selling additional securities.

Reports published by analysts, including projections in those reports that exceed our actual results, could adversely affect our common stock price and trading volume.

Securities research analysts, including those affiliated with our underwriters, may establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match the

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projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline. If no analysts commence coverage of us, the trading price for our stock and the trading volume could be adversely affected.

You will experience immediate and substantial dilution from the purchase of our common stock sold in this offering.

The per-share offering price to public of our common stock is higher than what our net tangible book value per share will be immediately after this offering. Accordingly, purchasers of our common stock in this offering will incur immediate dilution of approximately $    , or     %, per share, based on the price set forth on the front cover page of this prospectus.

Future sales of our common stock or other securities convertible into our common stock could cause the market price of our common stock to decline and could result in the dilution of your shares.

Our Board of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock (including equity or debt securities convertible into common stock) or to raise capital through the issuance of preferred stock, options, warrants and other rights, on terms and for consideration as our Board of Directors in its sole discretion may determine. Sales of substantial amounts of our common stock could cause the market price of our common stock to decrease significantly. To the extent the proceeds of any future equity offering are invested in residential assets that have less favorable yield characteristics than our then-existing portfolio, our stockholders will suffer dilution in their yield and distributable cash per share. We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the market price of our common stock. Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect the market price of our common stock.

Each of our officers and directors and any other holder(s) of 1.5% or more of the outstanding shares of our common stock as of the date of this prospectus (and all holders of securities exercisable for or convertible into shares of our common stock) has entered into a lock-up agreement with respect to shares of our common stock and securities exchangeable or exercisable for shares of our common stock, restricting the direct or indirect sale of such securities for 270 days after the date of this prospectus without the prior written consent of the representatives of the underwriters of this offering. We have agreed not to waive or otherwise modify this agreement without the prior written consent of the representatives of the underwriters of this offering. The representatives of the underwriters of this offering may, at any time, release, or authorize us to release, as the case may be, all or a portion of our common stock subject to the foregoing lock-up provisions. If the restrictions under the lock-up agreements are waived, shares of our common stock may become available for sale into the market, subject to applicable law, which could reduce the market price for our common stock.

If our shares of common stock became subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not achieve or maintain a listing on NASDAQ and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgement of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

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Future offerings of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to pay a dividend or other distribution to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our common stock in this offering bear the risk of our future offerings reducing the market price of our common stock and diluting their ownership interest in our company.

An increase in market interest rates may have an adverse effect on the market price of our common stock and our ability to make distributions to our stockholders.

One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our distribution rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate on shares of our common stock or seek alternative investments paying higher distributions or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of shares of our common stock. For instance, if interest rates rise without an increase in our distribution rate, the market price of shares of our common stock could decrease because potential investors may require a higher distribution yield on shares of our common stock as market rates on our interest-bearing instruments such as bonds rise. In addition, to the extent we have variable rate debt, rising interest rates would result in increased interest expense on our variable rate debt, thereby adversely affecting our cash flow and our ability to service our indebtedness and make distributions to our stockholders.

ERISA imposes additional obligations on us.

In considering an investment in our common stock, trustees, custodians, investment managers, and fiduciaries of retirement and other plans subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the prohibited transaction provisions of Section 4975 of the Code (including IRAs), should consider among other things: (i) whether an investment in the common stock is in accordance with plan documents and satisfies the diversification requirements of Section 404(a) of ERISA, if applicable; (ii) whether an investment in the common stock will result in unrelated business taxable income to the plan; (iii) whether the investment is prudent under Section 404(a) of ERISA, if applicable; and (iv) whether we or any of our affiliates is a fiduciary or party in interest to the plan. Fiduciaries and other persons responsible for the investment of certain governmental and church plans that are subject to any provision of federal, state, or local law that is substantially similar to the fiduciary responsibility provisions of Title I of ERISA or the prohibited transaction provisions of Section 4975 of the Code that are considering the purchase of the common stock should consider the applicability of the provisions of such similar law and whether the common stock would be an appropriate investment under such similar law. The responsible fiduciary must take into account all of the facts and circumstances of the plan and of the investment when determining if a particular investment satisfies its fiduciary responsibility under ERISA. Other investors must consider the potential impact that benefit plan investments could have on our operations. See “Material U.S. Federal Income Tax Considerations” and “ERISA Considerations.”

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The forward-looking statements are based on our beliefs, assumptions and expectations of future events, taking into account all information currently available to us. Forward-looking statements are not guarantees of future events or of our performance. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these events and factors are described in this prospectus under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business and Investments.” If a change occurs, our business, financial condition, liquidity, cash flows and results of operations may vary materially from those expressed in or implied by our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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DISTRIBUTION POLICY

We intend to pay regular quarterly dividends to holders of our common stock. We intend to pay a pro rata initial dividend with respect to the period commencing on the completion of this offering and ending            , 2015, based on $     per share for a full quarter. On an annualized basis, this would be $     per share (of which we currently estimate 100% will represent a return of capital for tax purposes), or an annual distribution rate of approximately   %, based on an assumed public offering price of $    . We estimate that     % of the cash we will distribute to our common stockholders for the 12-month period ending          will be generated from our cash from operations, and the remainder will be funded by the proceeds from this offering or from other sources to make such distributions, including future borrowings secured by our unencumbered single-family homes.

Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution for the 12 months ending            , 2016, which we have calculated based on adjustments to our pro forma net loss for the 12 months ended March 31, 2015 (after giving effect to the offering). This estimate was based on our pro forma operating results and does not take into account our growth strategy and future acquisitions that will be purchased with the proceeds of this offering and our current available cash, nor does it take into account any unanticipated expenditures we may have to make or any additional debt we may have to incur. In estimating our cash available for distribution for the 12 months ending            , 2016, we have made certain assumptions as reflected in the table and footnotes below. Additionally we intend to use up to $   million of the net proceeds from this offering or future borrowings to make up the additional funds necessary to make these distributions in excess of any funds from operations.

Our estimate of cash available for distribution does not include the effect of any changes in our working capital resulting from changes in our working capital accounts. Our estimate also does not reflect the amount of cash estimated to be used for investing activities for acquisitions or other activities, other than a reserve for capital and improvement costs. Estimated leasing commissions and normal repair costs relating to releasing space has however been included in our pro forma estimates of property expenses.

Because we have made the assumptions set forth above and in the footnotes below in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations or our liquidity, and we have estimated cash available for distribution for the sole purpose of determining the amount of our initial annual distribution rate. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)) or as an indicator of our liquidity or our ability to pay dividends or make other distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for determining future dividends or other distributions.

We intend to maintain our initial distribution rate for the 12-month period ending           , unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. Dividends and other distributions made by us will be authorized by our Board of Directors in its sole discretion out of funds legally available for distribution to our stockholders and will be dependent upon a number of factors. The timing, form and amount of distributions we make to our stockholders will be at the discretion of our Board of Directors and will depend upon our financial condition, cash flows, liquidity, FFO, results of operations, economic conditions, the requirements for taxation as a REIT, compliance with covenants to which we may be contractually subject to, applicable provisions of Maryland corporate law and such other factors as our board of directors deems relevant. We believe that our estimate of cash available for distribution constitutes a reasonable basis for setting the initial distribution rate; however, there is a risk that the estimate will not prove accurate, and actual distributions may therefore be significantly different from the expected distributions.

There is a risk that our estimated dividends will not be made or sustained as contemplated or that our Board of Directors will change our distribution policy in the future and that we cease making such distributions. Any dividends or other distributions we pay in the future will depend upon our actual results of operations, economic conditions, any debt service requirements and other factors (including those described above) that could differ materially from our expectations. Our actual results of operations will be affected by a number of factors,

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including the revenue we receive from our portfolio, our operating expenses, interest expense, the tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors.”

Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income, excluding net capital gains, and that it pay tax at regular corporate rates on any undistributed income (including capital gains, if applicable). In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. For more information, please see “Material U.S. Federal Income Tax Considerations.” We anticipate that our estimated cash available for distribution will be sufficient to enable us to meet the annual distribution requirements applicable to REITs and to avoid or minimize the imposition of corporate and excise taxes. However, under some circumstances, we may be required to pay distributions in excess of cash available for distribution in order to meet these distribution requirements or to avoid or minimize the imposition of tax and we may need to borrow funds to make some distributions.

Our charter allows us to issue preferred stock that could have a preference on distributions. We currently have no intention to issue any preferred stock, but, if we do, the distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock.

The following table describes our pro forma net income (loss) for the twelve months ended March 31, 2015, and the adjustments we have made thereto in order to estimate (subject to the assumptions and risks set forth in this section and elsewhere in this prospectus) our initial cash available for distribution for the twelve months ended March 31, 2016.

Pro forma net loss, for the twelve months ended December 31, 2014		$	(1,355,350	)
Add back: Pro forma net loss, for the three months ended March 31, 2014			349,262
Less: Pro forma net loss, for the three months ended March 31, 2015			(481,433	)
Estimated pro forma net loss for the twelve months ended March 31, 2016		$	(1,487,521	)
Add: Pro forma real estate depreciation and amortization			1,690,264
Estimated cash flow from operating activities for the twelve months ended March 31, 2016			202,743
Estimated cash used in investing activities for the twelve months ended March 31, 2016 Reserve for leasing, capital and improvement costs			(354,000	) (a)
Estimated cash used in financing activities for the twelve months ended March 31, 2016			—
Estimated cash flow available for distributions for the twelve months ended March 31, 2016		$	(151,257	)
Total estimated initial annual distributions to stockholders		$	—	(b)
Estimated initial annual distributions per share		$	—
Payout ratio based on our share of estimated cash available for distribution			—	%

The foregoing estimate of cash available for distribution is based on our pro forma net loss for the 12 months ended March 31, 2015 and gives effect only to the closing of this offering and our acquisition of the Jacksonville 140 Homes and Houston 100 Homes portfolios, as more fully described below in “Historical and Pro Forma Financial Information”. However, following this offering, and after giving effect to our intended application of the net proceeds, we expect to have cash on hand in the approximate amount of $6.7 million and unencumbered single-family homes with a current market value, based on our acquisition cost for such homes, of approximately $23 million. Based on our discussions with real estate lenders and our knowledge of our industry, we believe that we will be able to acquire debt financing against our unencumbered single-family homes and future portfolio acquisitions at a loan-to-value-ratio of approximately 55%.

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As noted above, we expect to use up to $__ million of the net proceeds from this offering or future borrowings to fund our intended distributions over the 12 months following the close of this offering. After giving effect to the application of such $___ million towards distributions to shareholders, and assuming we are able to acquire debt financing against our unencumbered single-family homes and future portfolio acquisitions at a loan-to-value-ratio of approximately 55%, we expect that following this offering we will have the cash resources or be eligible to acquire debt proceeds that will allow us to acquire $35 to $40 million of additional portfolios of single-family homes. We expect that these future portfolio acquisitions will provide positive cash flow after application of any debt costs. The cash flow from these projected purchases is not included in the foregoing estimate of cash available for distribution.

Historical and Pro Forma Financial Information

The following unaudited historical and pro forma information should be read in conjunction with our consolidated financial statements as of March 31, 2015 and December 31, 2014 included elsewhere in this prospectus.

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 and unaudited pro forma consolidated statement of operations for the three months ended March 31, 2015 have been prepared to give effect to the estimated net proceeds of this offering, our acquisition of 53 homes in Jacksonville, Florida on March 13, 2015, our proposed acquisition of an additional 140 homes in the Jacksonville area for $9.4 million of the net proceeds of this offering and our proposed acquisition of an additional 100 homes in the Houston, Texas area for $8.7 million of the net proceeds of this offering.

The pro forma consolidated statement of operations for the year ended December 31, 2014 has been prepared to give effect to the aforementioned acquisitions along with our acquisition of 31 homes in Jacksonville, Florida, of which 29 homes were purchased on July 7, 2014 and two homes were purchased on October 30, 2014, 60 homes in Memphis, Tennessee, of which 51 homes were purchased on July 28, 2014, five homes were purchased on September 7, 2014, three homes were purchased on November 4, 2014 and one home was purchased on December 24, 2014, and an additional 21 homes in the Memphis, Tennessee area on November 6, 2014. The unaudited pro forma consolidated statements of operations assume that each acquisition occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are also adjusted for interest on our bank loans assuming the aggregate loan amount of $15,049,125 was funded on January 1, 2014.

The pro forma adjustments to our statements of operations represent revenues and expenses incurred by the prior owner (or current owner in the case of our proposed acquisitions) of the portfolio, exclusive of certain revenues and expenses on the basis that they may not be comparable to the revenues and expenses we expect to incur in the future operations of the portfolio homes. Excluded items include interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations of the portfolio homes. Please refer to the historical and pro forma statements of operations of each of the portfolios acquisitions, and notes thereto, included elsewhere in this prospectus. Our pro forma consolidated financial statements do not purport to represent (1) the results of our operations that would have actually occurred had the aforementioned acquisitions occurred on January 1, 2014 or (2) an estimate of the results of our operations as of any future date or for any future period, as applicable.

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Reven Housing REIT, Inc. and Subsidiaries
Unaudited Historical and Pro Forma Condensed Consolidated Balance Sheets

		Actual March 31, 2015 (a) (Unaudited)				Pro Forma Adjustments												Pro Forma March 31, 2015 (Unaudited)
						Jacksonville 140 Acquisition (b)				Houston 100 Acquisition (c)				Offering Proceeds (d)
ASSETS
Investment in real estate, net		$	33,408,407			$	9,368,582			$	8,652,000			$	—			$	51,428,989
Cash			1,922,359				(9,404,482	)			(8,656,100	)			22,837,465				6,699,242
Rents and other receivables			194,042				—				—				—				194,042
Escrow deposits and prepaid expenses			224,596				—				—				—				224,596
Lease origination costs, net			186,940				49,100				48,000				—				284,040
Deferred Loan fees, net			452,590				—				—				—				452,590
Deferred stock issuance costs			462,465				—				—				(462,465	)			—
Total Assets		$	36,851,399			$	13,200			$	43,900			$	22,375,000			$	59,283,499
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses		$	786,433			$	—			$	—			$	—			$	786,433
Security deposits			373,429				98,200				118,900				—				590,529
Note payable			15,049,125				—				—				—				15,049,125
Total Liabilities			16,208,987				98,200				118,900				—				16,426,087
Stockholders' Equity
Common stock, 7,016,796 shares issued and outstanding at March 31, 2015,     shares issued and outstanding after offering			7,017				—				—				—				7,017
Additional paid-in capital			24,601,295				—				—				22,375,000				46,976,295
Accumulated deficit			(3,965,900	)			(85,000	)			(75,000	)			—				(4,125,900	)
Total Stockholders' Equity			20,642,412				(85,000	)			(75,000	)			22,375,000				42,857,412
Total Liabilities and Stockholders' Equity		$	36,851,399			$	13,200			$	43,900			$	22,375,000			$	59,283,499

(a)

Reflects our unaudited historical consolidated balance sheet as of March 31, 2015 included elsewhere within this prospectus.

(b)

Reflects our proposed acquisition of an additional 140 homes in the Jacksonville area for $9.4 million of the net proceeds of this offering, allocation of purchase price and recognition of liabilities.

(c)

Reflects our proposed acquisition of 100 homes in the Houston, Texas area for $8.7 million of the net proceeds of this offering, allocation of purchase price and recognition of liabilities.

(d)

To reflect the estimated net proceeds of approximately $22,375,000 as a result of this offering and the issuance of      shares of common stock.

Reven Housing REIT, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months ended March 31, 2015

		Actual Three months ended March 31, 2015 (Unaudited) (a)				Pro Forma Adjustments																Pro Forma Three months ended March 31, 2015 (Unaudited)
						Jacksonville 53 Purchase (b)				Jacksonville 140 Acquisition (c)				Houston 100 Acquisition (d)				Other Adjustments (e)
Rental income, net		$	1,114,787			$	99,740			$	281,565			$	297,208			$	—			$	1,793,300
Operating expenses:
Property operating and maintenance			283,576				29,922				112,560				60,293				—				486,351
Real estate taxes			162,501				12,745				40,168				46,443				—				261,857
Acquisition costs			246,085				—				—				—				—				246,085
Depreciation and amortization			266,888				28,000				84,600				78,750				—				458,238
General and administration			482,283				—				—				—				—				482,283
Legal and accounting			155,320				—				—				—				—				155,320
Interest expense			140,549				—				—				—				44,050				184,599
Total operating expenses			1,737,202				70,667				237,328				185,486				44,050				2,274,733
Net income (loss)		$	(622,415	)		$	29,073			$	44,237			$	111,722			$	(44,050	)		$	(481,433	)

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Reven Housing REIT, Inc. and Subsidiaries
Historical and Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2014

		Actual Year ended December 31, 2014 (Audited) (a)				Pro Forma Adjustments																												Pro Forma Year ended December 31, 2014 (Unaudited)
						Jacksonville 31 Purchase (b)				Memphis 60 Purchase (c)				Memphis 21 Purchase (d)				Jacksonville 53 Purchase (e)				Jacksonville 140 Acquisition (f)				Houston 100 Acquisition (g)				Other Adjustments (h)
Rental income, net		$	2,620,128			$	140,410			$	286,759			$	126,252			$	434,145			$	1,102,690			$	1,010,862			$	—			$	5,721,246
Operating expenses:
Property operating and maintenance			730,965				44,423				66,022				19,348				181,236				529,175				214,472				—				1,785,641
Real estate taxes			384,877				36,753				54,505				30,819				55,286				154,649				126,258				—				843,147
Acquisition costs			454,554				—				—				—				48,574				85,000				75,000				—				663,128
Depreciation and amortization			613,572				38,900				92,400				39,119				136,100				338,500				315,000				—				1,573,591
General and administrative			1,298,513				—				—				—				—				—				—				—				1,298,513
Legal and accounting			272,713				—				—				—				—				—				—				—				272,713
Interest expense			194,363				—				—				—				—				—				—				445,500				639,863
Total operating expenses			3,949,557				120,076				212,927				89,286				421,196				1,107,324				730,730				445,500				7,076,596
Net income (loss)		$	(1,329,429	)		$	20,334			$	73,832			$	36,966			$	12,949			$	(4,634	)		$	280,132			$	(445,500	)		$	(1,355,350	)

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Other Data:

Net Operating Income

We define net operating income (or NOI) as total revenue less property operating and maintenance and real estate taxes. NOI is a non-GAAP financial measure that excludes acquisition costs, depreciation and amortization, general and administration, legal and accounting, and interest expenses.

We consider NOI to be a meaningful financial measure when considered with the financial statements determined in accordance with GAAP. We believe NOI is helpful to investors in understanding the amount of income after operating expenses which is generated in a given period.

The following is a reconciliation of our NOI to net loss as determined in accordance with GAAP for the three months ended March 31, 2015 and the year ended December 31, 2014:

Reven Housing REIT, Inc. and Subsidiaries
Reconciliation of Net Loss to Net Operating Income

		Pro Forma Three Months Ended March 31, 2015 (Unaudited)				Pro Forma Year ended December 31, 2014 (Unaudited)
Net (loss)		$	(481,433	)		$	(1,355,350	)
Acquisition costs			246,085				663,128
Depreciation and amortization			458,238				1,573,591
General and administration			482,283				1,298,513
Legal and accounting			155,320				272,713
Interest expense			184,599				639,863
Net Operating Income		$	1,045,092			$	3,092,458
Net operating income as a percentage of total revenue			58.3	%			54.1	%

NOI should not be considered an alternative to net loss or net cash flows from operating activities, as determined in accordance with GAAP, as indications of our performance or as measures of liquidity. Nor is NOI necessarily indicative of cash available to fund future cash needs or distributions to shareholders. In addition, although we use NOI for comparability in assessing our performance against other REITs, not all REITs compute the same non-GAAP measure of NOI. Accordingly our basis for computing this non-GAAP measure may not be comparable with that of other REITs. This is due in part to the differences in property operating and maintenance expenses incurred by, and real estate taxes applicable to, different companies and the significant effect these items have on NOI.

Funds From Operations and Core Funds From Operations

Funds From Operations (or FFO) is a non-GAAP financial measure that we believe, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets. The National Association of Real Estate Investment Trusts (or NAREIT) defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, and impairment losses recognized with respect to, depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine FFO.

Core Funds From Operations (or Core FFO) is a non-GAAP financial measure that we use as a supplemental measure of our performance. We believe that Core FFO is further helpful to investors as it provides a more consistent measurement of our performance across reporting periods by removing the impact of certain items that are not comparable from period to period. We adjust FFO for expensed acquisition fees and costs, share-based compensation, and certain other non-comparable costs to arrive at Core FFO.

FFO and Core FFO should not be considered alternatives to net income (loss) or net cash flows from operating activities, as determined in accordance with GAAP, as indications of our performance or as measures of

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liquidity. These non-GAAP measures are not necessarily indicative of cash available to fund future cash needs. In addition, although we use these non-GAAP measures for comparability in assessing our performance against other REITs, not all REITs compute the same non-GAAP measures. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs. This is due in part to the differences in capitalization policies used by different companies and the significant effect these capitalization policies have on FFO and Core FFO. Real estate costs which are accounted for as capital improvements are added to the carrying value of the property and depreciated over time, whereas real estate costs that are expenses are accounted for as a current period expense. This affects FFO and Core FFO because costs that are accounted for as expenses reduce FFO and Core FFO. Conversely, real estate costs associated with assets that are capitalized and then subsequently depreciated are added back to net income to calculate FFO and Core FFO.

The following table sets forth a reconciliation of our net loss as determined in accordance with GAAP and our calculations of FFO and Core FFO for the three months ended March 31, 2015 and the year ended December 31, 2014:

Reven Housing REIT, Inc. and Subsidiaries
Reconciliation of Net Loss to FFO and Core FFO

		Pro Forma Three Months Ended March 31,2015 (Unaudited)				Pro Forma Year ended December 31, 2014 (Unaudited)
Net income (loss)		$	(481,433	)		$	(1,355,350	)
Add back depreciation and amortization			458,238				1,573,591
Funds from operations		$	(23,195	)		$	218,241
Add back acquisition costs			246,085				663,128
Core funds from operations		$	222,890			$	881,369

Note for the three months ended March 31, 2015 and the year ended December 31, 2014, we did not sell any of our real estate investments. Therefore we did not have any gains or losses on the sale of assets. Additionally, we have not incurred any impairments in value of any our real estate investments over these same periods.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2015 (1) on a historical basis and (2) as adjusted to give effect to the sale by us of      shares of our common stock in this offering at an assumed offering price to public of $     per share, less the underwriting discounts and commissions and other estimated offering expenses payable by us. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

		March 31, 2015
		Historical				As Adjusted
Cash and cash equivalents		$	1,922,359			$	1,922,359
Debt		$	16,208,987			$	16,208,987
Equity:
Stockholders’ equity
Common stock, $0.001 par value; 100,000,000 shares authorized, 7,016,796 shares issued and outstanding, historical and           shares issued and outstanding, as adjusted		$	7,017			$	—
Preferred stock, $0.001 par value; 25,000,000 shares authorized, no shares issued and outstanding, historical and as adjusted			—				—
Additional paid-in capital			24,601,295				—
Accumulated deficit			(3,965,900	)			—
Stockholders’ equity		$	20,642,412			$	—
Total equity		$	20,642,412			$	—
Total capitalization		$	36,851,399			$	—

The number of shares of our common stock to be outstanding after this offering is based on shares of our common stock outstanding as of March 31, 2015, and excludes the following:

•

shares of our common stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option;

•

1,176,250 shares of our common stock reserved for future issuance under our 2012 Plan; and

•

263,588 shares of our common stock issuable upon the exercise of warrants outstanding at an exercise price of $4.00 per share.

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DILUTION

Our net tangible book value as of March 31, 2015 was approximately $20.6 million, or $2.94 per share of our common stock. Net tangible book value per share represents the amount of our consolidated total tangible assets minus our consolidated total liabilities, divided by the shares of our common stock that were outstanding on the date of calculation. Our as adjusted net tangible book value on March 31, 2015 would have been approximately $      million, or $      per share, after giving effect to the sale by us of      shares of our common stock in this offering at an assumed initial price to public of $      per share, less the underwriting discounts and commissions and other estimated offering expenses payable by us. This amount represents an immediate increase in net tangible book value of $      per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of $      per share to new investors who purchase our common stock in this offering at an assumed initial price to public of $      per share.

The following table shows this immediate per-share dilution:

Initial price to public per share		$
Net tangible book value per share as of March 31, 2015, before giving effect to this offering (1)		$
Increase in net tangible book value per share attributable to this offering		$
As adjusted net tangible book value per share as of March 31, 2015, after giving effect to this offering		$
Dilution in as adjusted net tangible book value per share to new investors (2)		$

(1)

Includes our common stock outstanding as of March 31, 2015.

(2)

Dilution is determined by subtracting as adjusted net tangible book value per share after giving effect to this offering from the initial price to the public per share paid by a new investor for our common stock.

If the underwriters’ option to purchase additional shares in this offering is exercised in full, the percentage of shares of our common stock held by existing stockholders will be reduced to      % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to      shares, or      % of the total number of shares of our common stock outstanding after this offering.

The total number of shares of our common stock reflected in the discussion and table above is based on shares of our common stock outstanding as of March 31, 2015, and excludes the following:

•

shares of our common stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option;

•

1,176,250 shares of our common stock reserved for future issuance under our 2012 Plan; and

•

263,588 shares of our common stock issuable upon the exercise of warrants outstanding at an exercise price of $4.00 per share.

To the extent that any outstanding warrants are exercised, options or other stock-based awards are issued under our 2012 Plan, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. If all of these warrants were exercised, then our existing stockholders, including the holders of these warrants, would own    % and our new investors would own      % of the total number of shares of our common stock outstanding upon the closing of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these warrants, would be approximately $      million, or      %, the total consideration paid by our new investors would be $      million, or     %, the average price per share paid by our existing stockholders would be $      , and the average price per share paid by our new investors would be $      .

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the “Our Business and Investments” and consolidated financial statements and related notes that are included elsewhere in this prospectus. Where appropriate, the following discussion includes the effects of completion of this offering and the use of the net proceeds. This discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and in other parts of this prospectus.

Restatement of Prior Period Financial Statements

In connection with the preparation of our 2014 year-end financial statements, prior period errors were identified which affected the annual period ended December 31, 2013. These errors occurred in our accounting for the acquisition of certain real property portfolios and involve acquisition costs that were improperly capitalized and the reallocation of acquisition values from Building and Improvements to Lease Origination Costs. These errors required us to restate previously reported financial results. The effects of these prior period errors in the consolidated financial statements are as follows:

		December 31, 2013
		As Restated				As previously Reported				Adjustment
Consolidated Balance Sheet
Buildings and improvements		$	9,685,361			$	10,064,626			$	(379,265	)
Accumulated depreciation		$	(73,950	)		$	(76,200	)		$	2,250
Investment in real estate, net		$	12,125,420			$	12,502,435			$	(377,015	)
Lease origination costs		$	75,038			$	—			$	75,038
Total Assets		$	14,531,149			$	14,833,126			$	(301,977	)
Accumulated deficit		$	(2,014,056	)		$	(1,712,079	)		$	(301,977	)
Total Stockholders’ Equity		$	14,026,985			$	14,328,962			$	(301,977	)
Total Liabilities and Stockholders’ Equity		$	14,531,149			$	14,833,126			$	(301,977	)
Consolidated Statement of Operations
Real estate acquisition costs		$	279,965			$	—			$	279,965
Depreciation and amortization		$	96,812			$	74,800			$	22,012
Total operating expenses		$	1,714,940			$	1,412,963			$	301,977
Net loss		$	(1,372,697	)		$	(1,070,720	)		$	(301,977	)
Net loss per share		$	(1.03	)		$	(0.80	)		$	(0.23	)
Consolidated Statement of Cash Flows
Net loss		$	(1,372,697	)		$	(1,070,720	)		$	(301,977	)
Depreciation and amortization		$	96,812			$	74,800			$	22,012
Net cash used in operating activities		$	(767,899	)		$	(336,806	)		$	(431,093	)
Acquisitions of investments in real estate		$	(11,855,960	)		$	(12,235,225	)		$	379,265
Lease origination costs		$	(99,300	)		$	—			$	(99,300	)
Net cash used in investing activities		$	(11,955,260	)		$	(12,386,353	)		$	431,093

Following our determination of the above-mentioned errors in accounting, we performed additional analyses and other procedures, including, among other things, engaging outside professionals to further evaluate our accounting policies to verify that we had correctly applied such policies based on our specific operating business, additional transaction reviews, control activities and account reconciliations in order to provide assurance that we had prepared our consolidated financial statements included in this prospectus in accordance with GAAP.

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Overview

Our Company

We are an internally managed Maryland corporation that engages in the acquisition, ownership and operation of portfolios of leased single-family homes in the United States. We operate our portfolio properties as single-family rentals, or SFRs, and we generate most of our revenue from rental income from the existing tenants of the SFRs we have acquired. We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2015.

As of the date of this prospectus, we have invested an aggregate of approximately $34.6 million and own a total of 473 homes, of which 201 homes are in the Jacksonville, Florida metropolitan area, 168 homes are in the Houston, Texas metropolitan area, and 95 homes are in the Memphis, Tennessee metropolitan area (with two of the Memphis homes located just across the border in Mississippi) and nine homes are in the Atlanta, Georgia metropolitan area. As of the date of this prospectus, we have entered into purchase agreements for the acquisition of up to 140 additional homes in the Jacksonville, Florida metropolitan area for the aggregate purchase price of up to approximately $9,418,000 and up to 100 additional homes in the Houston, Texas metropolitan area for the aggregate purchase price of up to approximately $8,700,000. We intend to apply a significant majority of the net proceeds of this offering towards the purchase of these 240 homes. Our acquisition of the 240 homes is subject to our ongoing due diligence inspection of the properties and the completion of this offering of our common shares.

We intend to expand our acquisitions to other select markets in the United States that fit our investment criteria as we continue to evaluate new investment opportunities in different markets. As of March 31, 2015, a total of 447 of our portfolio properties were leased, which is 96% of the total portfolio as of such date. Twenty one properties were vacant as of March 31, 2015 and being marketed for leasing. All of our portfolio properties to date have been acquired from available cash and with the proceeds from two secured loan transactions with Silvergate Bank during the year ended December 31, 2014, pursuant to which we borrowed a total of $11,522,140, and one secured loan transaction with Silvergate Bank during the quarter ended March 31, 2015, pursuant to which we borrowed an additional $3,526,985. Our loan transactions with Silvergate Bank are secured by first priority liens and related rents on 168 homes in the Houston, Texas metropolitan area, 125 homes in the Jacksonville, Florida metropolitan area and 93 homes in the Memphis, Tennessee metropolitan area.

Our principal objective is to generate cash flow and distribute resulting profits to our stockholders in the form of distributions, while gaining home price appreciation, or HPA, at the same time through the ownership of our portfolio properties. With this objective in mind, we have developed our primary business strategy of acquiring portfolios of stabilized or leased SFRs. We believe the execution of this strategy will allow us to generate immediate and steady cash flow from the rental income from the SFRs that we acquire while potentially gaining significant HPA over time. HPA is a metric most of our competitors use to project total returns. We believe cash flow is a better metric to project returns because cash flow is realized currently while HPA is unrealized and deferred until the assets are sold. We expect that the available cash flow generated from the rental income of our SFRs will allow us to pay all of our operating costs for the operation of our portfolio properties and distribute profits to our stockholders in the form of quarterly dividends as our company grows.

Our History and Our Structure

In 2012, Chad M. Carpenter, our Chairman of the Board, President and Chief Executive Officer, recognized an opportunity to acquire portfolios of leased homes with positive cash flow and then distribute resulting profits to stockholders. To capitalize on this opportunity, Mr. Carpenter acquired a majority of the issued and outstanding shares of our common stock in July 2012 and founded Reven Housing REIT. Since then, we have been engaged in our current business of acquiring, owning and operating portfolios of leased single-family homes as rental properties.

Our company was originally incorporated on April 26, 1995, in the State of Colorado under the name “Colorado Security Patrol Inc.” to provide a variety of security services on both a residential and commercial basis, although our company was not successful in generating sufficient revenues from this business. On March 12, 2007, our company filed an amendment to its Articles of Incorporation changing its name to “Bureau

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of Fugitive Recovery, Inc.” and expanded its operations to include the tracking and apprehension of offenders who had failed to appear in court or had otherwise had their bonds revoked. After Mr. Carpenter’s acquisition of a majority of our company and the implementation of our current business plan, we changed our company’s name to “Reven Housing REIT, Inc.” from “Bureau of Fugitive Recovery, Inc.” on August 9, 2012.

On April 1, 2014, we converted from a Colorado corporation to a Maryland corporation pursuant to applicable state conversion statutes to better position our company to qualify and operate as a REIT. In connection with our conversion to a Maryland corporation, we adopted our current charter and bylaws in accordance with the laws of the State of Maryland.

We have implemented an “UPREIT” operating partnership structure common to many of our peer companies such that we own all of our assets and conduct substantially all of our operations through Reven Housing REIT OP, L.P., or our operating partnership, and its subsidiaries, including Reven Housing Georgia, LLC, Reven Housing Texas, LLC, Reven Housing Florida, LLC, Reven Housing Florida 2, LLC and Reven Housing Tennessee, LLC. Our wholly owned subsidiary, Reven Housing GP, LLC, is the sole general partner of our operating partnership and the entity through which we have the exclusive power to manage and conduct the business and affairs of our operating partnership.

Recent Acquisitions and Financings

Since January 1, 2014, we have undertaken the following material transactions and general development of our business:

Jacksonville, Florida — Portfolio Acquisitions .  During the fiscal year ended December 31, 2014, we acquired 20 separate portfolios of single family homes located in the Jacksonville, Florida metropolitan area, totaling 123 single family homes for the aggregate purchase price of $8,372,890, exclusive of closing costs. During the four months ended April 30, 2015, we purchased an additional 53 homes in the Jacksonville area for an aggregate purchase price of $4,847,503, of which a 50 home portfolio was acquired on March 13, 2015 for the purchase price of $3,326,853 and three homes were purchased on April 8, 2015 for the purchase price of $1,520,650. We funded the purchase of the 53 home portfolio primarily through a loan from Silvergate Bank, described below. As of the date of this prospectus, we have entered into agreements to purchase up to an additional 140 single family homes in the Jacksonville area for a purchase price of up to $9,417,682. We intend to finance the purchase of the 140 home portfolio with the net proceeds of this offering.

Memphis, Tennessee — Portfolio Acquisitions .  During the fiscal year ended December 31, 2014, we acquired eight separate portfolios of single family homes located in the Memphis, Tennessee metropolitan area, totaling 95 single family homes for the aggregate purchase price of $7,242,383, exclusive of closing costs.

Houston, Texas — Portfolio Acquisition s.  During the fiscal year ended December 31, 2014, we acquired a portfolio of 18 single family homes located in the Houston, Texas metropolitan area for a total purchase price of $1,556,265, excluding closing expenses. In addition, in September 2014, we entered into an agreement, as subsequently amended, to purchase up to an additional 100 single family homes in the Houston area for the total purchase price of up to $8,700,000. Our purchase of the additional 100 single family homes is subject to our due diligence inspection of the properties. We intend to finance the purchase with the net proceeds of this offering.

2014 Private Placement .  In April and May 2014, we conducted a follow-on private placement of 2,150,000 shares of our common stock to King APEX Group Holdings IV Limited, a fund managed by Allied Fortune (HK) Management Ltd., for aggregate gross proceeds of $8,600,000. Xiaofan Bai, a member of our Board of Directors, is the Director of Allied Fortune.

Silvergate Credit Facility .  During the year ended December 31, 2014, we entered into two loan transactions with Silvergate Bank pursuant to which we borrowed a total of $11,522,140 secured by deeds of trust encumbering a portion of our single family homes. The proceeds of the loans were used by us to purchase additional single family homes. In June 2014, we issued Silvergate a promissory note in the amount of $7,570,000 and in November 2014 we issued Silvergate a promissory note in the amount of $3,952,140. The June 2014 note provides for monthly interest only payments at a rate of 1.00% over the prime rate (prime rate as of the date of this prospectus is 3.25% per annum) until July 5, 2016 and, thereafter, monthly

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payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the June 2014 note is due and payable on July 5, 2019. The November 2014 note provides for monthly interest only payments at a rate of 1.00% over the prime rate until December 5, 2016 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the November 2014 note is due and payable on December 5, 2019. On March 13, 2015, we entered into a third loan transaction with Silvergate Bank where we issued a promissory note in the amount of $3,526,985. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate until April 5, 2017 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the note is due and payable on April 5, 2020. The notes are secured by first priority liens and related rents on 168 homes in the Houston, Texas area, 93 homes in the Memphis, Tennessee area and 125 homes in the Jacksonville, Florida area.

The following table represents our investment in the homes as of March 31, 2015:

		Number of Homes				Land				Buildings and Improvements				Total Investments in Real Estate
Purchases and improvements during 2012:
Atlanta, GA			5			$	67,019			$	276,391			$	343,410
Total at December 31, 2012			5				67,019				276,391				343,410
Purchases and improvements during 2013:
Houston, TX			150				2,394,359				9,198,173				11,592,532
Atlanta, GA			4				52,631				210,797				263,428
Total at December 31, 2013			159				2,514,009				9,685,361				12,199,370
Purchases and improvements during 2014:
Houston, TX			18				319,500				1,236,765				1,556,265
Jacksonville, FL			123				1,506,938				6,865,952				8,372,890
Memphis, TN			95				1,082,200				6,160,183				7,242,383
Atlanta, GA improvements			—				—				13,347				13,347
Total at December 31, 2014			395				5,422,647				23,961,608				29,384,255
Purchases and improvements during 2015:
Jacksonville, FL			73				730,880				4,116,623				4,847,503
Total at March 31, 2015			468			$	6,153,527			$	28,078,231			$	34,231,758

We plan to continue to acquire and manage single-family homes with a focus on long term earnings growth and appreciation in asset value. Our ability to identify and acquire single-family properties that meet our investment criteria will be affected by home prices in our markets, the inventory of properties available through our acquisition channels, competition for our target assets, our capital available for investment, and the cost of that capital. We believe the housing market environment in our markets remains attractive for single-family property acquisitions and rentals. Pricing for housing in certain markets remains attractive and demand for housing is growing. At the same time, we continue to face relatively steady competition for new properties and residents from local operators and institutional managers. Housing prices across all of our markets have appreciated over the past year. Despite these gains, we believe housing in certain of our markets continues to provide attractive acquisition opportunities and remains inexpensive relative to replacement cost and affordability metrics.

We anticipate continued strong rental demand for single-family homes. While new building activity has begun to increase, it remains below historical averages and we believe substantial under-investment in residential housing over the past years will create upward pressure on home prices and rents as demand exceeds supply.

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Results of Operations

Our results of operations and financial condition will be affected by numerous factors, many of which are beyond our control. The key factors we expect to impact our results of operations and financial condition include our pace and costs of acquisitions, rental rates, the varying costs of external property management, occupancy levels, rates of resident turnover, turnover costs, changes in homeownership rates, changes in homeowners’ association fees, insurance costs, real estate taxes, our expense ratios, and our capital structure.

Three Month Period ended March 31, 2015 compared to Three Month Period ended March 31, 2014

For the quarter ended March 31, 2015, we had total rental income of $1,114,787 compared to total rental income of $480,595 for the quarter ended March 31, 2014. The increase in total rental income is due to the increase of rental homes owned from 177 as of March 31, 2014 to 468 as of March 31, 2015. As of March 31, 2015, 447, or approximately 96%, of our 468 homes were occupied. During the quarter ended March 31, 2015, we had 24 home leases turnover, which represented approximately 5% of our end of the quarter portfolio. Additionally, we had collection losses of approximately 3% during the quarter that are reflected in our total net rental income. As of March 31, 2014, 170, or approximately 96%, of our 177 homes were occupied. During the quarter ended March 31, 2014, we had 14 home leases turnover, which represented approximately 9% of our end of the quarter portfolio. We had no significant credit loss in the quarter ended March 31, 2014.

For the quarter ended March 31, 2015, we had property operating and maintenance expenses of $283,576 compared to property operating and maintenance expenses of $123,754 for the quarter ended March 31, 2014. Property operating and maintenance expenses consist of insurance, property management fees paid to third parties, repairs and maintenance costs, homeowner association fees, and other miscellaneous property costs. The increase in property operating and maintenance expenses from 2014 to 2015 reflects the corresponding increase in our inventory of single-family homes.

Real estate taxes for the quarter ended March 31, 2015 totaled $162,501 compared to $60,381 for the quarter ended March 31, 2014. Again the increase is due to our increase in single-family homes owned during the period.

Acquisition costs totaled $246,085 for the quarter ended March 31, 2015 as compared to $30,357 for the quarter ended March 31, 2014. Acquisition costs consist of closing costs, due diligence costs and reports, and legal fees relating to our acquisitions of single-family homes along with auditing and accounting costs related to our reporting requirements related to our real estate portfolio acquisitions. The increase in acquisition costs is the result of the increase in our acquisition activities for the quarter ended March 31, 2015 compared to the quarter ended March 31, 2014.

Depreciation and amortization of our investments in real estate increased to $266,888 for the quarter ended March 31, 2015 compared to $99,500 for the quarter ended March 31, 2014, reflecting the corresponding increase in our inventory of single family homes.

General and administrative expenses for the quarter ended March 31, 2015 totaled $482,283 compared to general and administrative expenses of $423,992 for the quarter ended March 31, 2014. General and administrative expenses consist of personnel costs, outside director fees, occupancy fees, public company filing fees, and other general expenses.

Legal and accounting expenses for the quarter ended March 31, 2015 totaled $155,320 compared to $108,777 for the quarter ended March 31, 2014. The increase in legal and accounting expenses is the result of the increase in our operating activities resulting from our corporate growth during the period.

Interest expense on our notes payable was $140,549 for the quarter ended March 31, 2015. Interest expense consisted of interest on our loans of $15,049,125 from Silvergate Bank. We had no corresponding debt during the quarter ended March 31, 2014, therefore there was no interest expense during the prior period.

Net loss for the quarter ended March 31, 2015 increased to $622,415 from a net loss of $366,166 for the quarter ended March 31, 2014. The weighted average number of shares outstanding for the quarter ended

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March 31, 2015 increased to 7,016,796 from 4,393,044 for the quarter ended March 31, 2014, resulting in a net loss per share of $0.09 for the quarter ended March 31, 2015 as compared to a net loss per share of $0.08 for the quarter ended March 31, 2014.

Fiscal Year ended December 31, 2014 compared to Fiscal Year Ended December 31, 2013

For the year ended December 31, 2014, we had total rental and other income of $2,620,128 compared to total rental and other income of $342,243 for calendar year 2013. The increase in total rental and other income is due to 2014 being our first full year of meaningful operations. We held five rental homes at the commencement of 2013 and acquired an additional 154 homes throughout 2013, of which 150 homes in the Houston area were acquired on October 31, 2013. We acquired an additional 236 homes throughout 2014.

As of December 31, 2014, 381, or approximately 96%, of our 395 homes were occupied. During the year ended December 31, 2014, we had 62 home leases turnover, which represented approximately 16% of our end of the year portfolio. Additionally, we had collection losses of less than 1% during the year, which are reflected in our total net rental income. As of December 31, 2013, 146, or approximately 92%, of our 159 homes were occupied. Due to our limited rental operation during the year ended December 31, 2013, our turnover statistics and collection losses for the year ended December 31, 2013 were insignificant and not comparable to the following year’s results.

For the year ended December 31, 2014, we had rental expenses of $1,115,842 compared to rental expenses of $136,679 for the prior year. Rental expenses consist of property taxes, insurance, property management fees paid to third parties, repairs and maintenance costs, home owner associate fees, and other miscellaneous property costs. The increase in rental expense from 2013 to 2014 reflects the corresponding increase in our inventory of single family homes. We had net operating income from rentals of $1,504,286 in 2014 compared to net operating income from rentals of $205,564 in the prior year.

General and administrative expenses for the year ended December 31, 2014 totaled $1,298,513 compared to general and administrative expenses of $366,071 for the prior year. General and administrative expenses consist of personnel costs, outside director fees, occupancy fees, public company filing fees, and other general expenses. The increase in our general and administrative expenses, which includes increases in personnel costs of $469,936 and increases in director fees of $375,000, reflects our increased acquisition and administrative activities commencing in the fourth quarter of 2013.

Real estate acquisition costs for 2014 totaled $454,554 compared to $279,965 for 2013, and legal and accounting expenses in 2014 totaled $272,713 compared to $195,156 for the prior year. Real estate acquisition costs consist primarily of closing costs, due diligence costs and reports, and legal fees relating to our acquisitions of single family homes. The increase in both real estate acquisition costs and legal and accounting expenses is the result of the increase in our acquisition activities commencing in October 2013.

Interest expense on our notes payable was $194,363 for the year ended December 31, 2014 compared to $77,004 for 2013. Interest expense in 2014 consisted of interest on our loans of $11,522,140 from Silvergate Bank, whereas interest expense in 2013 represented interest payable on our convertible notes, all of which were converted to common shares or repaid in September 2013. In connection with the conversion and retirement of our convertible notes, we recognized a discount on the notes in the amount of $563,253 for the year ended December 31, 2013. There was no further amortization of discount or interest charges relating to the convertible notes in 2014.

Depreciation and amortization on our home investments increased to $613,572 in 2014 compared to $96,812 in 2013, reflecting the corresponding increase in our inventory of single family homes.

Net loss for the year ended December 31, 2014 decreased slightly to $1,329,429 from the December 31, 2013 net loss of $1,372,697. The weighted average number of shares outstanding for the year ended December 31, 2014 increased to 5,946,159 from 1,336,614 for the year ended December 31, 2013 resulting in a decrease in net loss per share to $0.22 for the year ended December 31, 2014 from a loss per share of $1.03 for the year ended December 31, 2013.

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Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements as of the date of this prospectus.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Investments in Real Estate

We account for our property acquisitions as business combinations under the guidance of ASC Topic 805, Business Combinations (“ASC 805”) and these acquisitions are recorded at fair value, allocated to land, building and the existing lease based upon their fair values at the date of acquisition, with acquisition costs expensed as incurred. In making estimates of fair values for purposes of allocating purchase price, we utilize our own market knowledge and published market data. The estimated fair value of acquired in-place leases represents the costs we would have incurred to lease the property at the date of acquisition. Each portfolio of acquired property is recorded as a separate business combination.

Land, buildings and improvements are recorded at cost. Buildings and improvements are depreciated over estimated useful lives of approximately 27.5 years using the straight-line method. Lease origination costs are amortized over the average remaining term of the in-place leases. Maintenance and repair costs are charged to operations as incurred.

We assess the impairment of long-lived assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. We have not recognized any impairment losses through March 31, 2015.

Deferred Loan Fees

Costs incurred in the placement of our debt are deferred and amortized using the effective interest method over the term of the loans as a component of interest expense on the consolidated statements of operations.

Deferred Stock Issuance Costs

Deferred stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.

Warrant Issuance and Note Conversion Feature

We account for the proceeds from the issuance of convertible notes payable with detachable stock purchase warrants and embedded conversion features in accordance with FASB ASC 470-20, Debt with Conversion and Other Options. Under FASB ASC 470-20, the proceeds from the issuance of a debt instrument with detachable stock purchase warrants is allocated to the two elements based on the relative fair values of

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the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion of the proceeds allocated to the warrants is accounted for as additional paid-in capital and the remaining proceeds are allocated to the debt instrument which resulted in a discount to debt which is amortized and charged as interest expense over the term of the note agreement. Additionally, pursuant to FASB ASC 470-20, the intrinsic value of the embedded conversion feature of the convertible notes payable is included in the discount to debt and amortized and charged to interest expense over the life of the note agreement.

Revenue Recognition

Property is leased under short term rental agreements of generally one year and revenue is recognized over the lease term on a straight-line basis.

Income Taxes

The tax benefit of uncertain tax positions is recognized only if it is “more likely than not” that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of relevant information. The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority, having full knowledge of all the relevant information. As of March 31, 2015 we have had no unrecognized tax benefits.

We intend to elect to be taxed as a real estate investment trust (“REIT”), as defined in the Internal Revenue Code, commencing with the taxable year ending December 31, 2015. Management believes that we will be able to satisfy the requirements for qualification as a REIT. Accordingly, we do not expect to be subject to federal income tax, provided that we qualify as a REIT and that distributions to our stockholders each year equal or exceed our REIT taxable income.

However, qualification and taxation as a REIT depends upon our ability to meet the various qualification tests imposed under the Internal Revenue Code, including requirements related to the percentage of income that is earned from specified sources, the percentage of assets that fall within specified categories, the diversity of capital stock ownership, and the percentage of earnings that is distributed. Accordingly, no assurance can be given that we will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates, and we may be ineligible to qualify as a REIT for four subsequent tax years. Even if we qualify as a REIT, we may be subject to certain taxes, including taxes on undistributed income, certain excise and penalty taxes relating to our operation as a REIT, payroll taxes, property taxes, and state or local income taxes.

New Accounting Pronouncements

We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on our financial position or results of operations.

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INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

Unless otherwise indicated, all information in this Industry Overview and Market Opportunity section is derived from a market study prepared for us in connection with this offering by The London Group Realty Advisors, a real estate analysis and strategic consulting firm. All backup data and exhibits are on file at the offices of The London Group Realty Advisors. You should read the following discussion together with the information under the caption “Risk Factors.”

Residential Housing Industry Overview

Residential housing is the largest real estate asset class in the United States with a size of approximately $20 trillion, according to the December 2014 Federal Reserve Flow of Funds release. According to the U.S. Census Bureau, approximately one-third of this asset class has historically been rented. Single family homes currently comprise approximately one-third of all residential rental housing.

The following chart provides information about the inventory of U.S. housing as of February 2015.

U.S. Housing Inventory
February 2015

Source: The London Group Realty Advisors, Claritas

Market Opportunity

The U.S. housing market enjoyed nearly a decade of strong home price appreciation from the late 1990s through June 2006. Due to excessive lending at subpar underwriting standards, a significant home price correction occurred from late 2006 through early 2012. As measured by the S&P Case Shiller U.S. National Home Price Index, the peak occurred in July 2006 (184.62) and reached a low in February 2012 (134.05) — a decrease of 27.4%. As of December 2014, home prices throughout the nation have recovered 19.6% of value, which is representative of home values in early 2005.

In a number of markets, the cost of newly constructed housing is higher than the price of existing homes. Moreover, The London Group believes that there will continue to be a supply of homes at distressed values, particularly in markets that are experiencing slower economic growth relative to the rest of the nation, such as Detroit, Las Vegas, New Orleans, Cleveland and Jacksonville. These housing markets experience a higher level of distressed housing inventory with foreclosures, short-sales and non-performing loans. While many markets are well on their way to total recovery, The London Group believes there is still an opportunity to acquire a significant volume of single-family properties at relatively low prices in select markets.

We believe our market opportunity to acquire leased portfolios of single-family rentals is a sustainable opportunity because there are currently 14.9 million single-family homes that are currently being rented in the U.S. Since 2005 the SFR market has consistently been approximately 10.9% of the total housing market.

The single family rental market consisted of approximately 12 million homes in 2008 and has since increased to 14.9 million since the great recession as more people are renting homes.

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Historical Single Family Rentals as a % of Total Households

Source: The London Group Realty Advisors, U.S. Census Bureau

Out of the 14.9 million SFRs, an estimated 98.6% of these homes are currently owned by smaller investors and only 1.4% are owned by institutional investors. We believe the opportunity exists for us to aggregate part of the 98.6% from the smaller private investors into the public company which represents over a $2 trillion market.

Single Family Rental Units by Investor Type

Source: The London Group Realty Advisors, U.S. Census Bureau/Center for American Progress

In the past, SFR properties were acquired by entrepreneurial investors who operated on a small-scale, concentrating in their local markets. Most recently, a new business model has emerged where the focus for companies such as us is to operate in select markets, funded with institutional and/or public capital to create

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and expand portfolios of SFRs. We believe this business model (particularly when operated as a public vehicle) allows us to operate more efficiently and acquire more homes than with traditional funding sources, which required much higher rates of return on capital. This multi-faceted approach enables owners and operators of SFRs to stabilize cash flow for investors while also participating in the upside appreciation of homes as residential market conditions improve.

The ability to purchase single family homes at relatively low prices is a valuation advantage. In the past 10 years, despite the most recent economic downturn, apartments have become the preferred target asset class for real estate investment. This is demonstrated by the decline in cap rates and growth in rents (after adjustments for inflation), which suggest a continuous increase in multifamily values.

We believe single family rental portfolios offer stable income and return on capital, while allowing investors to diversify from other income producing assets, such as multifamily apartments.

Supply of Single Family Housing

From the housing peak in 2006 through 2012, the housing sector experienced a total valuation loss of nearly $3.3 trillion according to the December 2013 and March 2007 Federal Reserve Flow of Funds releases. The collapse of the housing market resulted in homeowners throughout the nation saddled with “negative equity” in their homes.

The distressed housing market resulted in an unprecedented number of foreclosures throughout the nation. According to CoreLogic, there were approximately 5.5 million completed foreclosures in the U.S. from September 2008 through December 2014.

Recently, the housing market has strengthened, even approaching total recovery in the coastal markets. The number of seriously delinquent loans (90 days or more past due or in the process of foreclosure) is down 22% from December 2013 to December 2014. However, the number of seriously delinquent loans is still significant at 1.56 million loans in December 2014. In addition, the number of completed foreclosures was 39,000 in December 2014. The following chart demonstrates the composition of the 4.6 million residential loans in the U.S. that are currently non-performing.

Non-Performing Residential Mortgage Loans
December 2014
Total Non-Performing Loans: 4.6 million

Source: The London Group Realty Advisors, Mortgage Bankers Association National Delinquency Survey Q4 2014

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The following chart details the U.S. single family mortgage delinquency and foreclosure units. As of the fourth quarter of 2014, there are approximately 2.3 million delinquent home mortgages and an estimated 929,000 units representing the current foreclosure inventory.

U.S. Single Family Residential Mortgage Delinquency and
Foreclosure Units
(Q4 1990 – Q4 2014)

Source: The London Group Realty Advisors, Mortgage Bankers Association — 4 ^th Quarter National Delinquency Survey

The main reason for the slow housing recovery has been the slow pace of job creation in the years following the recent global economic downturn. The slow pace is partly owed to the tremendous loss of jobs which occurred during the economic downturn, and the subsequent slow pace of recovery. From January 2008 through February 2010, the economy lost 8.7 million jobs. As of December 2014, 126% or 10.9 million jobs have been recovered. Additionally, approximately 6.1 million jobs are needed to accommodate the population growth and those who entered the workforce since January 2008. The U.S. economy is also going through a structural evolution where companies are able to downsize, achieve higher levels of efficiency, outsource and use technology to replace jobs. These phenomena will forever change the economy and the result may be that higher unemployment and underemployment rates may linger for many years. The following chart demonstrates the jobs loss and recovery since January 2008.

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U.S. Total Payroll Employment and Population Growth
2008 – 2010 Recession

Source: Bureau of Labor Statistics

Most foreclosures and seriously delinquent loans are attributable to income levels being insufficient to afford a home mortgage. Therefore, loan delinquency levels cannot be fully resolved without a more robust job recovery.

According to the Mortgage Bankers Association, the serious delinquency rate — the percentage of loans that are 90 days or more past due or in the process of foreclosure — was 4.52% as of the fourth quarter of 2014. At this current level of distress, this group of seriously delinquent loans represents approximately 2.1 million loans, which is a significant opportunity for acquiring single-family homes.

In summary, the housing market is on the path to recovery on a nationwide basis. That recovery has benefitted certain markets more than others. But by and large, the era of purchasing housing that are truly distressed is over. However, it is apparent that significant acquisition targets still exist for opportunistic investors to purchase homes at significantly lower price points, often below replacement, and then reposition this inventory in the rental pool. This opportunity exists in markets that are either undervalued because of an oversupply of housing or in markets that are still in need of rental housing because of strong job growth.

Rental Market Demand Overview

According to the U.S. Census, there were 76.6 million family households in 2013. The Census also estimates that 31.6%, or 24.2 million, family households have children under the age of 18. While a portion of this demographic owns their home, this is still a sizeable pool of potential renters for single-family homes.

The following chart demonstrates the historical increase in rental rates and occupancy for single-family and multifamily units nationwide. Occupancy rates have increased from 31.1% in 2005 to 35.5% in 2014. Total inventory of rentals has increased by 17.5% since 2005. Rents have increased from $605 in 2005 to $756 in 2014, which reflects an increase of 25% since 2005. This data demonstrates the rise, and strength, of the rental market despite the economic turmoil that ensued during this period.

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Single Family and Multifamily Rental Occupancy and Rental Rate

Source: The London Group Realty Advisors, U.S. Census Bureau

Single Family Rental Demand

Many homeowners who have been displaced during the most recent housing downturn have turned to SFRs because this rental product exhibits similar characteristics and qualities as their previous owned home. Displaced households, or families that are struggling financially, seek to maintain the quality of life they associate with living in a single family home.

Renting has also become a compelling long-term option for families who cannot afford the otherwise expensive home buying process ( e.g. , large down payments required by lenders). These households are realizing that a quality of life can be achieved by renting a single family home instead of carrying an expensive amortizing mortgage that requires principal payments and raises their monthly expenditures.

The tenant target for multifamily rental product is different from single-family rental homes. Multifamily is typically designed for those who are at the early or later stages of the lifecycle — principally singles, couples without children, roommates and empty nesters or seniors that are downsizing. Single-family home rentals cater to the population in the middle of their lifecycle such as families with children or multiple generations under one roof who require more space. This segment is focused on providing a quality of life for a larger family, which includes more space, neighborhood safety and quality of schools.

The following graphic demonstrates the increase in single-family rentals. At the end of 2013, there were an estimated 14.9 single-family rentals, which represent approximately 35% of total rental units in the U.S.

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Relative Size of the Single Family Rental Market

Source: The London Group Realty Advisors, U.S. Census Bureau

There are two main factors that have contributed to the increased demand for rental properties: home mortgage financing and household displacement. Both of these factors are likely to have longer-term impacts on the rental market, particularly for single family home rentals.

Constraints on Home Mortgage Financing

The most recent economic downturn resulted in a “reset” of housing market fundamentals. Lenders significantly pulled back on making new loans to homebuyers as prices began to correct. Only buyers with the highest credit scores and significant positive equity were able to qualify for a loan (either refinance or new purchase). Today’s lending standards are also just as stringent, as indicated by the following factors:

Displaced Owners Forced to Rent

The most recent economic downturn displaced many homeowners and forced them into rental status. This was a direct result of job loss. Nationwide, 8.7 million jobs were lost from January 2008 through February 2010. This is more than five times the amount of jobs lost in the early 1990s recession (1.6 million jobs).

The pace of recovery has also been slow. It took nearly five years from statistical end of the recession in June 2009 for the U.S. to recover all of the 8.7 million jobs lost over the prior six year period. For comparison purposes, the U.S. recovered 100% of the jobs lost in the early 1990s in 21 months.

The volatility and slow growth in the job market is changing how Americans live. Many former homeowners, or prospective homeowners, have become long-term renters because of their financial outlook and uncertain job prospects. This is demonstrated in the U.S. homeownership rate, as shown in the following chart. Homeownership peaked in 2004 at 69.2% and has since decreased to 64.0%.

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National Homeownership Rate

Source: The London Group Realty Advisors, U.S. Census

A portion of those displaced are likely to become permanent renters. This population consists of households that are struggling with longer-term unemployment. It will be a difficult task for these unemployed workers to find employment again. As such, long-term rental housing offers flexibility and the ability to adapt to changing financial circumstances.

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Single Family Home Prices

The economy has mostly recovered and steady employment gains have been made, resulting in stabilization and a valuation increase throughout the national housing market. Appreciation rates have been strong, particularly in the west and northeast coastal markets. Most Midwest and Sunbelt markets, however, have lagged due primarily to continued excessive supply. The following chart demonstrates the magnitude of the decrease in home prices and the rebound in pricing in the markets where the S&P Case-Shiller index is available.

Changes in Home Values

Source: The London Group Realty Advisors, S&P Case-Shiller

Atlanta Market Economic Overview

The Atlanta MSA is comprised of twenty-nine counties and is the ninth-largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. According to the Neilsen Claritas 2014 report, the Atlanta MSA includes 5.6 million people. Atlanta is projected to achieve population growth which averages 1.2% annually from 2014 through 2019, which is slightly above the projected national average of 0.7% annually for the same period (Nielsen Claritas 2014).

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Annual Employment Growth and Unemployment Rate

Employment growth has been positive in Atlanta. An estimated 35,500 jobs were added in 2011, 43,900 jobs were added in 2012, 59,400 jobs were added in 2013 and 52,400 were added in 2014. By comparison, the metro area lost a total of 183,500 jobs between 2008 and 2010. The unemployment rate declined from 10.1% in 2010 to 8.8% in 2012 to 7.9% in 2013 and to 6.4% in 2014. The national unemployment rate was 6.2% in 2014. The London Group forecasts employment in Atlanta to grow by an average of 52,000 jobs annually from 2015 through 2019, or annual growth of 2.2%. In comparison, The London Group forecasts annual employment growth nationally of 2.2% through 2019 (3.0 million jobs annually).

Annual Employment Growth and Unemployment Rate
Atlanta, GA MSA

Source: The London Group Realty Advisors, Bureau of Labor Statistics

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Metro Economy

The Atlanta economy includes the state capital and a large presence of colleges and universities, numerous Fortune 500 companies, and one of the busiest airports in the world. Atlanta also has one of the fastest growing tech sectors with 13,000 companies and nearly 200,000 employees. According to a 2013 report by IBM Global Business Services and Site Selection Magazine, Metro Atlanta ranks in the top five, nationally, among 100 cities featured in “The World’s Most Competitive Cities” report. Metro Atlanta’s top five ranking is in the categories of international headquarters operations, shared services, software development operations and financial services.

Median Household Income

The median household income in Atlanta decreased from 2009 through 2011. However, the median household income experienced a 3.8%, 4.4% and 2.4% year over year growth rate in 2012, 2013 and 2014, respectively. Based on this growth, The London Group forecasts the median household income in Atlanta will increase to $62,178 by 2017, which is a 2.1% average annual increase.

Median Household Income Atlanta, GA MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

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Atlanta Housing Market Overview

According to the U.S. Census Bureau, 2012 American Community Survey, the total market size of housing stock in Atlanta is estimated to be $197 billion, or approximately 2.2 million homes. Household formations are once again increasing as indicated by building permit growth for new single family homes and multifamily units. Total housing permits in the Atlanta MSA peaked in 2004 at 74,256 permits and declined to a bottom of only 6,567 permits in 2009. Since 2009, housing permits have increased to 14,395 in 2012, 24,337 in 2013 and 26,432 in 2014. The year-over-year annual increase in permits was 66% in 2012, 69% in 2013 and 9% in 2014.

Annual Housing Permits Atlanta, GA MSA

Source: The London Group Realty Advisors, Real Estate Center at Texas A&M University

Home values dropped modestly from 2011 to 2012, but were down 40% at the market bottom in 2012 from the 2007 peak. Since the bottom, the market has recovered 87% of peak value. The homeownership rate has consistently been in decline since reaching 68.9% in 2009. The current homeownership rate is 62.9%, which suggests an increase in rental demand. As a result, we believe that there remains opportunity in the Atlanta market to continue to acquire, restore, lease and manage single-family homes.

Supply and Demand Dynamics

Annual housing permit issuance reached a low in 2009 as the market slipped further into economic downturn. While housing permits growth has resumed, the composition of housing is different. Approximately 36% of permits in 2012, 39% of permits in 2013 and 36% of permits in 2014 were for multifamily. This compares to a ratio of 22% multifamily permits in the 2000 – 2006 period. This new composition of housing growth suggests an increase in rental demand, which correlates with a declining rate of homeownership in the Atlanta MSA. The London Group forecasts annual housing permits to surpass 30,000 permits per year for 2015 to 2017.

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Homeownership Level

The following table demonstrates the decline in the homeownership rate in the Atlanta MSA. The homeownership rate reached a recent high of 68.9% in 2009, which declined to a low of 60.1% in 2013 and was 62.9% in 2014. It is likely that the homeownership rate could decline further due to the larger proportion of annual multifamily housing permits in 2012 through 2014.

Homeownership Rate Atlanta, GA MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

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Single Family Rental Rates

Average single family home rental rates in Atlanta bottomed in 2011 followed by increases in each of the three most recent years. The average monthly rental rate in 2011 was $1,129 which increased to $1,199 in 2014. This represents an increase of 6.2%.

Single Family Rental in Atlanta, GA MSA

Source: The London Group Realty Advisors, Zillow

Houston Market Economic Overview

The Houston MSA is comprised of nine counties and is the sixth-largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. According to the Neilsen Claritas 2014 report, the Houston MSA includes 6.4 million people. Houston is projected to achieve population growth which averages 1.7% annually from 2014 through 2019, which is slightly above the projected national average of 0.7% annually for the same period (Nielsen Claritas 2014).

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Annual Employment Growth and Unemployment Rate

Employment growth has been positive in Houston. An estimated 64,600 jobs were added in 2011, 99,300 jobs were added in 2012, 94,925 jobs were added in 2013 and 104,575 jobs were added in 2014. By comparison, the metro area only lost a total of 74,000 jobs between 2009 and 2010. The unemployment rate declined from 8.5% in 2010 to 6.8% in 2012, 6.2% in 2013 and 4.1% in 2014. The national unemployment rate was 6.2% in 2014. The London Group forecasts employment in Houston to grow by an average of more than 90,000 jobs annually from 2015 through 2019, or annual growth of 3.2%. In comparison, The London Group forecasts annual employment growth nationally of 2.2% through 2019 (3.0 million jobs annually).

Annual Employment Growth and Unemployment Rate
Houston, TX MSA

Source: The London Group Realty Advisors, Bureau of Labor Statistics

Metro Economy

The Houston economy enjoys a significant presence of industrial firms, particularly the business sectors of energy, manufacturing, aeronautics and transportation. Houston is home to the second most Fortune 500 companies, only behind New York City. It is also a leader in the health care and oil sectors. The Port of Houston ranks first in the U.S. in terms of international waterborne tonnage handled and second in total cargo tonnage handled.

In 2013, Houston was third in the nation in job creation according to the U.S. Bureau of Labor and Statistics.

Houston is also recognized as having historically built a sufficient, or even excessive, amount of housing. This is principally due to its relaxed zoning laws and limited restrictions on development, which allows housing construction to easily proceed. This keeps housing prices relatively affordable. The London Group forecasts Houston developers will continue to build housing that will keep pace with demand and temper housing price increases.

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Median Household Income

The median household income in Houston decreased in 2009 and 2010. However, the median household income experienced a 1.8%, 4.8% and 0.7% year over year growth rate in 2012, 2013 and 2014, respectively. Based on this growth, The London Group forecasts the median household income in Houston will increase to $62,560 by 2017, which is a 2.0% average annual increase.

Median Household Income Houston, TX MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

Houston Housing Market Overview

According to the U.S. Census Bureau, 2012 American Community Survey, the total market size of housing stock in Houston is estimated to be $182 billion, or approximately 2.4 million homes. Household formations are once again increasing as indicated by building permit growth for new single family homes and multifamily units. Total housing permits in the Houston MSA peaked in 2006 at 71,716 permits and declined to a bottom of 27,326 permits in 2009. Since 2009, housing permits have increased to 43,286 in 2012, 51,334 in 2013 and 63,747 in 2014. The year over year annual increase in permits was 38% in 2012, 19% in 2013 and 24% in 2014.

Annual Housing Permits Houston, TX MSA

Source: The London Group Realty Advisors, Real Estate Center at Texas A&M University

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The homeownership rate reached 65.6% in 2007. The current homeownership rate is 62.3%, which suggests strong rental demand. As a result, we believe that there remains opportunity in the Houston market to continue to acquire, restore, lease and manage single-family homes.

Supply and Demand Dynamics

Annual housing permit issuance reached a low in 2009 as the national economy was in a recession. While housing permits growth has resumed, the composition of housing is different. Approximately 34% of permits in 2012, 33% of permits in 2013 and 40% of permits in 2014 were for multifamily. This compares to a ratio of 22% multifamily permits in the 2000 – 2006 period. This new composition of housing growth suggests an increase in rental demand, which correlates with a declining rate of homeownership in the Houston MSA. The London Group forecasts annual housing permits to surpass 30,000 permits per year for 2015 to 2017, which is a direct reflection of Houston being one of the top job creation markets.

Homeownership Level

The following table demonstrates the decline in the homeownership rate in the Houston MSA. The homeownership rate reached a recent high of 65.6% in 2007, which now is 62.3%.

Homeownership Rate Houston, TX MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

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Single Family Rental Rates

Average single family home rental rates in Houston have increased annually since 2011. The average monthly rental rate in 2011 was $1,272 which increased to $1,451 in 2014. This represents a total increase of 14.1%.

Single Family Rental Rates in Houston, TX MSA

Source: The London Group Realty Advisors, Zillow

Jacksonville Market Economic Overview

The Jacksonville MSA is comprised of five counties and is the 40 ^th -largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. According to the Neilsen Claritas 2014 report, the Jacksonville MSA includes 1.4 million people. Jacksonville is projected to achieve population growth which averages 1.0% annually from 2014 through 2019, which is slightly above the projected national average of 0.7% annually for the same period (Nielsen Claritas 2014).

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Annual Employment Growth and Unemployment Rate

Employment growth has been positive in Jacksonville. An estimated 6,200 jobs were added in 2011, 8,400 jobs were added in 2012, 13,900 jobs were added in 2013 and 19,500 jobs were added in 2014. By comparison, the metro area lost a total of 51,000 jobs between 2008 and 2010. The unemployment rate declined from 10.9% in 2010 to 8.4% in 2012, 6.9% in 2013 and 5.1% in 2014. The national unemployment rate was 6.2% in 2014. The London Group forecasts employment in Jacksonville to grow by an average of 12,000 jobs annually from 2015 through 2019, or annual growth of 2.0%. In comparison, The London Group forecasts annual employment growth nationally of 2.2% through 2019 (3.0 million jobs annually).

Annual Employment Growth and Unemployment Rate
Jacksonville, FL MSA

Source: The London Group Realty Advisors, Bureau of Labor Statistics

Metro Economy

Jacksonville was recently ranked number four by Forbes in its article “Top Cities for Finding Employment Right Now.” According to Forbes, the top industries hiring include professional and business services, financial activities and healthcare. According to the On Numbers Economic Index, the Jacksonville Metro Area experienced the most improvement nationwide from September 2012 to September 2013. This index measures private sector job growth, unemployment, personal earnings, housing-price appreciation, and construction and retail activity. Jacksonville is home to notable Fortune 500 companies including CSX Corporation, Fidelity National Financial, Inc., and Fidelity National Information Services, Inc.

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Median Household Income

The median household income in Jacksonville declined from a high of $54,522 in 2008 to a low of $48,118 in 2012. In 2012, the median household income experienced a 4.0% decline from the previous year. The current 2014 median household income of $51,807 represents a 7.6% increase from 2012. Based on this, The London Group forecasts the median household income in Jacksonville will increase to $54,173 by 2017, which is a 1.5% average annual increase.

Median Household Income Jacksonville, FL MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

Jacksonville Housing Market Overview

According to the U.S. Census Bureau, 2012 American Community Survey, the total market size of housing stock in Jacksonville is estimated to be $48.8 billion, or approximately 603,000 homes. Household formations are once again increasing as indicated by building permit growth for new single family homes and multifamily units. Total housing permits in the Jacksonville MSA peaked in 2005 at 25,088 permits and declined to a bottom of only 3,606 permits in 2010. Since 2010, housing permits have increased to 7,166 in 2012, 7,358 in 2013 and 7,788 in 2014. The year over year annual increase in permits was 83% in 2012, 2.7% in 2013 and 5.8% in 2014.

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Annual Housing Permits Jacksonville, FL MSA

Source: The London Group Realty Advisors, Real Estate Center at Texas A&M University

The homeownership rate has declined since reaching 74.0% in 2006. The current homeownership rate is 63.6%, which suggests an increase in rental demand. As a result, we believe that there remains opportunity in the Jacksonville market to continue to acquire, restore, lease and manage single-family homes.

Supply and Demand Dynamics

Annual housing permit issuances in Jacksonville reached a low in 2010 as the market slipped further into recession. While housing permits growth has resumed, the composition of housing is different. Approximately 36% of permits in 2012, 15% of permits in 2013 and 19% of permits in 2014 were for multifamily. The average for these three years is 23% multifamily, which is just below the 25% of multifamily permits during the 2000 – 2006 period. The London Group forecasts annual housing permits to remain just below 10,000 permits per year for 2015 to 2017.

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Homeownership Level

The following table demonstrates the decline in the homeownership rate in the Jacksonville MSA. The homeownership rate reached a high of 74.0% in 2006, which has now declined to 63.6%.

Homeownership Rate Jacksonville, FL MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

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Single Family Rental Rates

Average single family home rental rates in Jacksonville have increased annually since 2010. The average monthly rental rate in 2010 was $1,108 which increased to $1,223 in 2014. This represents a total increase of 10.4%.

Single Family Rental in Jacksonville, FL MSA

Source: The London Group Realty Advisors, Zillow

Memphis Market Economic Overview

The Memphis MSA is comprised of nine counties and is the 41 ^st -largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. According to the Neilsen Claritas 2014 report, the Memphis MSA includes 1.4 million people. Memphis is projected to achieve population growth which averages 0.6% annually from 2014 through 2019, which is slightly below the projected national average of 0.7% annually for the same period (Nielsen Claritas 2014).

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Annual Employment Growth and Unemployment Rate

Employment growth has been positive in the last four years in Memphis. An estimated 3,700 jobs were added in 2011, 7,700 jobs were added in 2012, 3,600 jobs were added in 2013 and 4,500 jobs were added in 2014. By comparison, the metro area only lost a total of 50,700 jobs between 2008 and 2010. The unemployment rate slightly declined from 10.1% in 2010 to 7.6% in 2014. The national unemployment rate was 6.4% in 2014. The London Group forecasts employment in Memphis to grow by an average of 5,000 jobs annually from 2015 through 2019, or annual growth of 0.8%. In comparison, The London Group forecasts annual employment growth nationally of 2.2% through 2019 (3.0 million jobs annually).

Annual Employment Growth and Unemployment Rate
Memphis, TN MSA

Source: The London Group Realty Advisors, Bureau of Labor Statistics

Metro Economy

In 2012, Memphis’ Gross Metropolitan Product, a measure of economic activity, was larger than 10 U.S. states and was ranked 45 ^th out of 366 metro areas nationwide. Memphis was ranked as the “Top Logistics, Distribution and Shipping Hub” in the U.S. and the top “Global Logistics Leader” by Business Facilities magazine in 2011 and 2012. Memphis is home to notable Fortune 500 companies including FedEx Corporation, International Paper Company, AutoZone, Inc., The ServiceMaster Company, LLC, Mueller Industries, Inc., and Fred’s, Inc.

Median Household Income

The median household income in Memphis decreased in 2009 by 5.47%. However, the median household income experienced a 4.0% increase in 2010. Most recently, the median household income increased by 0.65% in 2012, 1.23% in 2013 and 1.54% in 2014, respectively. Based on this growth, The London Group forecasts the median household income in Memphis will increase to $49,082 by 2017, which is a 2.0% average annual increase.

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Median Household Income Memphis, TN MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

Memphis Housing Market Overview

According to the U.S. Census Bureau, 2012 American Community Survey, the total market size of housing stock in Memphis is estimated to be $39.5 billion, or approximately 554,000 homes. Household formations are once again increasing as indicated by building permit growth for new single-family homes and multifamily units. Total housing permits in the Memphis MSA peaked in 2005 at 10,794 permits and declined to a bottom of 2,034 permits in 2009. Since 2009, housing permits have increased to 3,507 in 2012, 3,652 in 2013 and 3,171 in 2014. The year over year annual increase in permits was 58.7% in 2012 and 4.1% in 2013 but dropped 13.2% in 2014.

Annual Housing Permits Memphis, TN MSA

Source: The London Group Realty Advisors, Real Estate Center at Texas A&M University

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The homeownership rate has declined since reaching 66.0% in 2008. The current homeownership rate is 59.2%, which suggests strong rental demand. As a result, we believe that there remains opportunity in the Memphis market to continue to acquire, restore, lease and manage single-family homes.

Supply and Demand Dynamics

Annual housing permit issuance reached a low in 2009 as the national economy was in a recession. While housing permits growth has resumed, the composition of housing is different. Approximately 30% of permits in 2012 through 2014 were for multifamily. This compares to a ratio of 18% multifamily permits in the 2000 – 2006 period. This new composition of housing growth suggests an increase in rental demand, which correlates with a declining rate of homeownership in the Memphis MSA. The London Group forecasts annual housing permits to average approximately 4,000 permits per year for 2015 to 2017.

Homeownership Level

The following table demonstrates the decline in the homeownership rate in the Memphis MSA. The homeownership rate reached a recent high of 66.0% in 2008, which has now declined to 59.2%.

Homeownership Rate Memphis, TN MSA

Source: The London Group Realty Advisors, U.S. Census Bureau

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Single Family Rental Rates

Average single family home rental rates in Memphis have remained relatively constant in the $900-range since 2010. The average monthly rental rate in 2010 was $924. In 2014 the $1,000 mark was crested at $1,043. This represents a total increase of 12.9%.

Single-Family Rental in Memphis, TN MSA

Source: The London Group Realty Advisors, Zillow

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OUR BUSINESS AND INVESTMENTS

Our Company

We are an internally managed Maryland corporation that engages in the acquisition, ownership and operation of portfolios of leased single-family homes in the United States. We operate our portfolio properties as single-family rentals, or SFRs, and we generate most of our revenue from rental income from the existing tenants of the SFRs we have acquired. We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2015.

As of the date of this prospectus, we have invested an aggregate of approximately $34.6 million and own a total of 473 homes, of which 201 homes are in the Jacksonville, Florida metropolitan area, 168 homes are in the Houston, Texas metropolitan area, 95 homes are in the Memphis, Tennessee metropolitan area (with two of the Memphis homes located just across the border in Mississippi) and nine homes are in the Atlanta, Georgia metropolitan area. As of the date of this prospectus, we have entered into purchase agreements for the acquisition of up to 140 additional homes in the Jacksonville, Florida metropolitan area for the aggregate purchase price of up to approximately $9,418,000 and up to 100 additional homes in the Houston, Texas metropolitan area for the aggregate purchase price of up to approximately $8,700,000. We intend to apply a significant majority of the net proceeds of this offering towards the purchase of these 240 homes. Our acquisition of the 240 homes is subject to our ongoing due diligence inspection of the properties and the completion of this offering of our common shares.

We intend to expand our acquisitions to other select markets in the United States that fit our investment criteria as we continue to evaluate new investment opportunities in different markets. As of March 31, 2015, a total of 447 or our properties were leased which represents an occupancy level of 96% as of such date. Twenty one of our properties were vacant as of March 31, 2015 and being marketed for leasing. All of our portfolio properties to date have been acquired from available cash and with the proceeds from two secured loan transactions with Silvergate Bank during the year ended December 31, 2014, pursuant to which we borrowed a total of $11,522,140, and one secured loan transaction with Silvergate Bank during the quarter ended March 1, 2015, pursuant to which we borrowed an additional $3,526,985. Our loan transactions with Silvergate Bank are secured by first priority liens and related rents on 168 homes in the Houston, Texas metropolitan area, 125 homes in the Jacksonville, Florida metropolitan area and 93 homes in the Memphis, Tennessee metropolitan area.

Our principal objective is to generate cash flow and distribute resulting profits to our stockholders in the form of distributions, while gaining home price appreciation, or HPA, at the same time through the ownership of our portfolio properties. With this objective in mind, we have developed our primary business strategy of acquiring portfolios of stabilized or leased SFRs. We believe the execution of this strategy will allow us to generate immediate and steady cash flow from the rental income from the SFRs that we acquire while potentially gaining significant HPA over time. HPA is a metric most of our competitors use to project total returns. We believe cash flow is a better metric to project returns because cash flow is realized currently while HPA is unrealized and deferred until the assets are sold. We expect that the available cash flow generated from the rental income of our SFRs will allow us to pay all of our operating costs for the operation of our portfolio properties and distribute profits to our stockholders in the form of quarterly dividends as our company grows.

Our History and Structure

In 2012, Chad M. Carpenter, our Chairman of the Board, President and Chief Executive Officer, recognized an opportunity to acquire portfolios of leased homes with positive cash flow and then distribute resulting profits to stockholders. To capitalize on this opportunity, Mr. Carpenter acquired a majority of the issued and outstanding shares of our common stock in July 2012 and founded Reven Housing REIT. Since then, we have been engaged in our current business of acquiring, owning and operating portfolios of leased single-family homes as rental properties.

Our company was originally incorporated on April 26, 1995, in the State of Colorado under the name “Colorado Security Patrol Inc.” to provide a variety of security services on both a residential and commercial basis, although our company was not successful in generating sufficient revenues from this business. On March 12, 2007, our company filed an amendment to its Articles of Incorporation changing its name to