UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): July 22, 2014
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland |
000-54165 |
84-1306078 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7911 Herschel Avenue, Suite 201
La Jolla, CA 92037 |
(Address of principal executive offices) |
(858) 459-4000 |
(Registrant’s telephone number, including area code) |
Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On July 28, 2014, Reven Housing REIT, Inc. (“Company”),
through a wholly-owned subsidiary, Reven Housing Tennessee, LLC (“Buyer”), closed on the acquisition of 51 single family
homes located in the Memphis, Tennessee metropolitan area, pursuant to that certain Single Family Homes Real Estate Purchase and
Sale Agreement dated April 24, 2014, as amended (the “Memphis 60 Agreement”) between Buyer and H&J Properties,
LLC, Memphis Cash Flow, GP, and Equity Trust Company Custodian FBO Hulet T. Gregory IRA Z108673 (collectively, the “Memphis
60 Sellers”). Between September 11, 2014 and December 24, 2014, the Buyer closed on the acquisition of an additional nine
single family homes (together with the previously purchased 51 single family homes, the “Memphis 60 Homes”) from the
Memphis 60 Sellers pursuant to the Memphis 60 Agreement. The Memphis 60 Sellers are not affiliated with the Company.
On July 28, 2014, the Company filed a Current Report on Form
8-K (the “Initial Report”) with regard to the acquisition of the initial 51 homes comprising the Memphis 60 Homes.
On August 28, 2014, the Company filed a Current Report on Form 8-K/A (the “Amendment No. 1) for the sole purpose of filing
the financial statements and pro forma financial information with respect to the Memphis Homes required by Item 9.01 of Form 8-K.
This Amendment No. 2 is being filed in order to provide in the correct format the financial statements and pro forma financial
information with respect to the Memphis 60 Homes required by Item 9.01 of Form 8-K, and should be read in conjunction with the
Initial Report and replaces the information provided previously in the Amendment No. 1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Property Acquired.
The following financial statements are submitted with this Current Report on Form 8-K/A and are filed herewith:
Memphis 60 Homes
Report of Independent Auditors
Statements of Revenues Over Certain Operating Expenses for the
six months ended June 30, 2014 (unaudited) and the year ended December 31, 2013
Notes to Statements of Revenues Over Certain Operating Expenses
(b) Unaudited Pro Forma Financial Information. The following
financial information is submitted with this Current Report on Form 8-K/A and is filed herewith:
Reven Housing REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of June 30, 2014
Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet as of June 30, 2014
Unaudited Pro Forma Statement of Operations for the Six Months
Ended June 30, 2014
Notes to Unaudited Pro Forma Statement of Operations for the
Six Months Ended June 30, 2014
Unaudited Pro Forma Statement of Operations for the Year Ended
December 31, 2013
Notes to Unaudited Pro Forma Statement of Operations for the
year ended December 31, 2013
(d) Exhibits
23.1 Consent of Squar, Milner, Peterson, Miranda & Williamson,
LLP
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
REVEN HOUSING REIT, INC. |
|
|
|
|
Dated: May 6, 2015 |
/s/ Thad L. Meyer |
|
Thad L. Meyer, |
|
Chief Financial Officer |
Exhibit 23.1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
Reven Housing REIT, Inc.
We have audited the accompanying statement
of revenues over certain operating expenses of Memphis 60 Homes for the year ended December 31, 2013, and the related notes to
the financial statement.
Management’s Responsibility
for the Financial Statement
Management is responsible for the preparation
and fair presentation of the statement of revenues over certain operating expenses in accordance with accounting principles generally
accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of the statement of revenues over certain operating expenses that is free of material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion
on the statement of revenues over certain operating expenses based on our audit. We conducted our audit in accordance with auditing
standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of revenues over certain operating expenses is free of material misstatement.
An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the statement of revenues over certain operating expenses. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statement
of revenues over certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the statement of revenues over certain operating
expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management,
as well as evaluating the overall presentation of the statement of revenues over certain operating expenses.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the statement of revenues
over certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating
expenses described in Note 2 of Memphis 60 Homes for the year ended December 31, 2013, in accordance with accounting principles
generally accepted in the United States of America.
Other Matters
As described in Note 2, the statement of
revenues over certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission (for inclusion in Form 8-K/A), and is not intended to be a complete presentation of the revenues and expenses
of Memphis 60 Homes. Our opinion is not modified with respect to this matter.
/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
Newport Beach, California
May 6, 2015
MEMPHIS 60 HOMES
STATEMENTS OF REVENUES
OVER CERTAIN OPERATING EXPENSES
| |
Six Months | | |
Year | |
| |
Ended | | |
Ended | |
| |
June 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
(unaudited) | | |
| |
| |
| | |
| |
Rental income, net | |
$ | 286,759 | | |
$ | 555,874 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Property operating and maintenance | |
| 45,949 | | |
| 111,047 | |
Real estate taxes | |
| 54,505 | | |
| 73,863 | |
| |
| | | |
| | |
Total operating expenses | |
| 100,454 | | |
| 184,910 | |
| |
| | | |
| | |
Revenues over certain operating expenses | |
$ | 186,305 | | |
$ | 370,964 | |
See accompanying notes to statements
of revenues over certain operating expenses.
MEMPHIS 60 HOMES
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN
OPERATING EXPENSES
For the Six Months Ended June 30, 2014 (unaudited)
and the Year Ended December 31, 2013
| 1. | DESCRIPTION OF REAL ESTATE PROPERTY |
On July 28, 2014, Reven Housing REIT, Inc.
(“Company”), through a wholly-owned subsidiary, Reven Housing Tennessee, LLC (“Buyer”), closed on the acquisition
of 51 single family homes located in the Memphis, Tennessee metropolitan area, pursuant to that certain Single Family Homes Real
Estate Purchase and Sale Agreement dated April 24, 2014, as amended (the “Memphis 60 Agreement”) between Buyer and
H&J Properties, LLC, Memphis Cash Flow, GP, and Equity Trust Company Custodian FBO Hulet T. Gregory IRA Z108673 (collectively,
the “Memphis 60 Sellers”). Between September 11, 2014 and December 24, 2014, the Buyer closed on the acquisition of
an additional nine single family homes (together with the previously purchased 51 single family homes, the “Memphis 60 Homes”)
from the Memphis 60 Sellers pursuant to the Memphis 60 Agreement. The Memphis 60 Sellers are not affiliated with the Company.
The contract purchase price for the 60
acquired properties was $4,725,800, exclusive of closing costs. The Company funded 100% of the purchase with cash.
Reven Housing REIT is a Maryland corporation
formed to invest in and manage a diverse portfolio of single family homes located throughout the United States.
The accompanying audited statement of revenues
over certain operating expenses for the year ended December 31, 2013 has been prepared to comply with the rules and regulations
of the Securities and Exchange Commission (“SEC”).
Memphis 60 Homes is not a legal entity
and the accompanying statements of revenues over certain operating expenses are not representative of the actual operations for
the periods presented, as certain revenues and expenses have been excluded on the basis that they may not be comparable to the
revenues and expenses Reven Housing REIT expects to incur in the future operations of Memphis 60 Homes. Excluded items include
interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations
of Memphis 60 Homes.
The accompanying unaudited statement
of revenues over certain operating expenses for the six months ended June 30, 2014 has been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained
within the Financial Accounting Standards Board Accounting Standards Codification and the rules and regulations of the SEC, including
the instructions to Form 8-K and Article 3-14 of Regulation S-X. Accordingly, the unaudited statement of revenues over certain
operating expenses does not include all of the information and footnotes required by GAAP for audited financial statements. In
the opinion of management, the statement of revenues over certain operating expenses for the unaudited interim period presented
includes all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results
for such period. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2014.
An audited statement of revenues over certain
operating expenses for the year ended December 31, 2013 is being presented for the most recent fiscal year available instead of
the two most recent years based on the following factors: (i) Memphis 60 Homes was acquired from an unaffiliated party and (ii)
based on due diligence of Memphis 60 Homes by Reven Housing REIT, management is not aware of any material factors relating to Memphis
60 Homes that would cause this financial information not to be indicative of future operating results.
MEMPHIS 60 HOMES
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN
OPERATING EXPENSES
For the Six Months Ended June 30, 2014 (unaudited)
and the Year Ended December 31, 2013
| 3. | SIGNIFICANT ACCOUNTING POLICIES |
Revenue Recognition
Memphis 60 Homes leases single family homes
under operating leases generally with terms of one year or less. Rental revenue, net of concessions, is recognized on a straight-line
basis over the terms of the leases.
Use of Estimates
The preparation of financial statements,
as described in Note 2 and in conformity with GAAP, requires management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
| 4. | COMMITMENTS AND CONTINGENCIES |
Legal Matters
From time to time, Memphis 60 Homes may become
party to legal proceedings that arise in the ordinary course of its business. The Company is not aware of any legal proceedings
of which the outcome is probable or reasonably possible to have a material adverse effect on its financial condition or results
of operations for the periods presented.
Reven Housing REIT evaluates subsequent events
up until the date the statements of revenues over certain operating expenses are issued. The accompanying statements of revenues
over certain operating expenses were issued on May 6, 2015.
REVEN HOUSING REIT, INC.
SUMMARY OF UNAUDITED PRO FORMA FINANCIAL
STATEMENTS
The following unaudited pro forma
financial statements and accompanying notes should be read in conjunction with the consolidated balance sheet of Reven Housing
REIT, Inc. (“Reven Housing REIT” or the “Company”) as of December 31, 2013 and June 30, 2014 (unaudited),
the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended December 31, 2013 and
for the six months ended June 30, 2014 (unaudited), and the notes thereto. The consolidated financial statements of the Company
as of and for the year ended December 31, 2013 and the consolidated financial statements as of and for the six months ended June
30, 2014 (unaudited) have been included in the Company’s prior filings with the SEC. In addition, this unaudited pro forma
information should be read in conjunction with the statements of revenues over certain operating expenses and the notes thereto
of Memphis 60 Homes, which are included herein.
The following unaudited pro forma balance
sheet as of June 30, 2014 has been prepared to give effect to the acquisition of Memphis 60 Homes as if the acquisition occurred
on June 30, 2014.
The following unaudited pro forma statements
of operations for the six months ended June 30, 2014 and for the year ended
December 31, 2013 have been prepared to give effect to the acquisition
of Memphis 60 Homes acquired as if this acquisition occurred on January 1, 2013.
On November 5, 2014, the Company effected
a 1-for-20 reverse stock split of the issued common stock. All applicable share data, per share amounts and related information
in the following pro forma information have been adjusted retroactively to give effect to the 1-for-20 reverse stock split.
These unaudited pro forma financial
statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results
that would have been achieved had the acquisition of Memphis 60 Homes been consummated as of the dates indicated. In addition,
the pro forma balance sheet includes pro forma preliminary estimates of the fair value of the assets and liabilities acquired in
connection with the acquisition. These preliminary estimates may be adjusted in the future upon finalization of the purchase accounting.
REVEN HOUSING REIT, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
As of June 30, 2014
| |
| | |
Memphis 60 | | |
| |
| |
Reven Housing | | |
Acquisition | | |
| |
| |
REIT, Inc. | | |
Pro Forma | | |
Pro Forma | |
| |
Historical (a) | | |
Adjustments (b) | | |
Total | |
| |
| | | |
| | | |
| | |
ASSETS | |
| | | |
| | | |
| | |
Investment in real estate, net | |
$ | 13,506,763 | | |
$ | 4,684,372 | (c) | |
$ | 18,191,135 | |
Cash | |
| 9,213,610 | | |
| (4,764,141 | ) | |
| 4,449,469 | |
Rents and other receivables | |
| 33,193 | | |
| - | | |
| 33,193 | |
Tax, insurance reserves and holdback funds | |
| 354,405 | | |
| - | | |
| 354,405 | |
Escrow deposits and prepaid expenses | |
| 121,294 | | |
| (58,533 | ) | |
| 62,761 | |
Lease origination costs, net | |
| 75,038 | | |
| 41,428 | (c) | |
| 116,466 | |
Loan fees, net | |
| 266,503 | | |
| - | | |
| 266,503 | |
Deferred stock issuance costs | |
| 325,344 | | |
| - | | |
| 325,344 | |
| |
| | | |
| | | |
| | |
Total Assets | |
$ | 23,896,150 | | |
$ | (96,874 | ) | |
$ | 23,799,276 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 466,433 | | |
$ | - | | |
$ | 466,433 | |
Security deposits | |
| 176,714 | | |
| 40,655 | | |
| 217,369 | |
Note payable | |
| 1,227,100 | | |
| - | | |
| 1,227,100 | |
| |
| | | |
| | | |
| | |
Total Liabilities | |
| 1,870,247 | | |
| 40,655 | | |
| 1,910,902 | |
| |
| | | |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | | |
| | |
Common stock | |
| 6,592 | | |
| - | | |
| 6,592 | |
Additional paid-in capital | |
| 24,601,719 | | |
| - | | |
| 24,601,719 | |
Accumulated deficit | |
| (2,582,408 | ) | |
| (137,529 | ) | |
| (2,719,937 | ) |
Total Stockholders' Equity | |
| 22,025,903 | | |
| (137,529 | ) | |
| 21,888,374 | |
| |
| | | |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 23,896,150 | | |
$ | (96,874 | ) | |
$ | 23,799,276 | |
See accompanying notes to unaudited pro
forma balance sheet.
REVEN HOUSING REIT, INC.
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
as of June 30, 2014
| a) | Historical financial information was derived from Reven Housing REIT’s quarterly report on Form 10-Q as of June 30, 2014
and has been adjusted to reflect the changes as presented in Reven Housing REITS restated annual report on Form 10- K/A as of December
31, 2013. |
| b) | Represents the acquisition of Memphis 60 Homes. The purchase price of Memphis 60 Homes was $4,725,800
plus closing and acquisition costs of $137,529. The purchase price was funded entirely by cash held by Reven Housing REIT. |
| c) | Reven Housing REIT recorded the cost of tangible assets and identifiable intangibles (consisting
of tenant origination and absorption costs) acquired in a business combination based on their estimated fair values. |
REVEN HOUSING REIT, INC.
UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2014
| |
Reven Housing | | |
Pro Forma | | |
| |
| |
REIT | | |
Adjustments | | |
Pro Forma | |
| |
Historical (a) | | |
Memphis 60 | | |
Total | |
| |
| | |
| | |
| |
Rental income, net | |
$ | 975,980 | | |
$ | 286,759 | (b) | |
$ | 1,262,739 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Rental expenses | |
| 420,388 | | |
| 100,454 | (c) | |
| 540,915 | |
| |
| | | |
| 20,073 | (d) | |
| | |
General and administrative | |
| 726,260 | | |
| - | | |
| 726,260 | |
Legal and accounting | |
| 191,352 | | |
| - | | |
| 191,352 | |
Interest expense | |
| 3,332 | | |
| - | | |
| 3,332 | |
| |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 203,000 | | |
| 92,400 | (e) | |
| 295,400 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 1,544,332 | | |
| 212,927 | | |
| 1,757,259 | |
| |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (568,352 | ) | |
$ | 73,832 | | |
$ | (494,520 | ) |
| |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (0.11 | ) | |
| | | |
$ | (0.10 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding | |
| 5,111,366 | | |
| | | |
| 5,111,366 | |
See accompanying notes to unaudited pro
forma statement of operations
REVEN HOUSING REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF
OPERATIONS
For the Six Months Ended June 30, 2014
| a) | Historical financial information was derived from Reven Housing REIT’s quarterly report on Form 10-Q for the six months
ended June 30, 2014. |
| b) | Represents net rental income from tenants (not reflected in the historical statement of operations of Reven Housing REIT) for
the six months ended June 30, 2014, based on historical operations of the previous owner. |
| c) | Represents operating expenses (not reflected in the historical statement of operations of Reven Housing REIT) for the six months
ended June 30, 2014, based on historical operations of the previous owner. |
| d) | Represents property management costs based on 7% of rent income (not reflected in the historical
statement of operations of Reven Housing REIT) for the six months ended June 30, 2014, based on management's estimates that would
have been incurred had the homes been acquired on January 1, 2013. |
| e) | Represents adjustments to depreciation and amortization expense (not reflected in the historical
statement of operations of Reven Housing REIT) for the six months ended June 30, 2014. Depreciation expense is calculated using
the straight-line method over the estimated useful life of 27.5 years for the buildings. Amortization expense on lease intangible
costs is recognized using the straight-line method over the life of the lease. |
REVEN HOUSING REIT, INC.
UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2013
| |
Reven Housing | | |
Pro Forma | | |
| |
| |
REIT | | |
Adjustments | | |
Pro Forma | |
| |
Historical (a) | | |
Memphis 60 | | |
Total | |
| |
| | |
| | |
| |
Rental income, net | |
$ | 342,243 | | |
$ | 555,874 | (b) | |
$ | 898,117 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Rental expenses | |
| 136,679 | | |
| 184,910 | (c) | |
| 360,500 | |
| |
| | | |
| 38,911 | (d) | |
| | |
General and administrative | |
| 366,071 | | |
| - | | |
| 366,071 | |
Legal and accounting | |
| 195,156 | | |
| - | | |
| 195,156 | |
Real estate acquisition costs | |
| 279,965 | | |
| 137,529 | (e) | |
| 417,494 | |
Interest expense | |
| 77,004 | | |
| - | | |
| 77,004 | |
Amortization of discount on notes payable | |
| 563,253 | | |
| - | | |
| 563,253 | |
Depreciation and amortization | |
| 96,812 | | |
| 184,800 | (f) | |
| 281,612 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 1,714,940 | | |
| 546,150 | | |
| 2,261,090 | |
| |
| | | |
| | | |
| | |
Net loss | |
$ | (1,372,697 | ) | |
$ | 9,724 | | |
$ | (1,362,973 | ) |
| |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (1.03 | ) | |
| | | |
$ | (1.02 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding | |
| 1,336,614 | | |
| | | |
| 1,336,614 | |
See accompanying notes to unaudited pro
forma statement of operations
REVEN HOUSING REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF
OPERATIONS
For the Year Ended December 31, 2013
| a) | Historical financial information derived from Reven Housing REIT’s annual report on Form 10-K/A for the year ended December
31, 2013. |
| b) | Represents net rental income from tenants (not reflected in the historical statement of operations of Reven Housing REIT) for
the year ended December 31, 2013, based on historical operations of the previous owner. |
| c) | Represents operating expenses (not reflected in the historical statement of operations of Reven Housing REIT) for the year
ended December 31, 2013, based on historical operations of the previous owner. |
| d) | Represents property management costs based on 7% of rent income (not reflected in the historical
statement of operations of Reven Housing REIT) for the year ended December 31, 2013, based on management's estimates that would
have been incurred had the asset been acquired on January 1, 2013. |
| e) | Represents acquisition and closing costs relating to the purchase of the real estate had it
occurred on January 1, 2013. |
| f) | Represents adjustments to depreciation and amortization expense (not reflected in the historical
statement of operations of Reven Housing REIT) for the year ended December 31, 2013. Depreciation expense is calculated using the
straight-line method over the estimated useful life of 27.5 years for the buildings. Amortization expense on lease intangible costs
is recognized using the straight-line method over the life of the lease. |
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference
in the Registration Statement on Form S-8 (SEC No. 333-195042) of Reven Housing REIT, Inc. of our report dated May 6, 2015 with
respect to the statement of revenues over certain operating expenses of the real estate properties known as Memphis 60 Homes for
the year ended December 31, 2013 included in this Current Report on Form 8-K/A.
/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
May 6, 2015
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