Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Reven Housing REIT, Inc. | ' |
Entity Central Index Key | '0001487782 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'RVEN | ' |
Entity Common Stock, Shares Outstanding | ' | 102,335,880 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Investment in real estate: | ' | ' |
Land | $2,833,509 | $2,514,009 |
Buildings and improvements | 11,329,469 | 10,064,626 |
Investment in real estate,Gross | 14,162,978 | 12,578,635 |
Accumulated depreciation | -175,700 | -76,200 |
Investment in real estate, net | 13,987,278 | 12,502,435 |
Cash | 366,696 | 2,134,510 |
Rents and other receivables | 18,969 | 10,053 |
Escrow deposits and prepaid expenses | 77,409 | 151,128 |
Deferred stock issuance costs | 170,479 | 35,000 |
Total Assets | 14,620,831 | 14,833,126 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable and accrued expenses | 285,515 | 347,179 |
Security deposits | 177,520 | 156,985 |
Stock compensation payable | 195,000 | 0 |
Total Liabilities | 658,035 | 504,164 |
Commitments (Note 8) | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock, $.001 par value; 25,000,000 shares authorized; No shares issued & outstanding | 0 | 0 |
Common stock, $.001 par value; 600,000,000 shares authorized; 87,860,880 shares issued & outstanding at December 31, 2013 and March 31, 2014 | 87,861 | 87,861 |
Additional paid-in capital | 15,953,180 | 15,953,180 |
Accumulated deficit | -2,078,245 | -1,712,079 |
Total Stockholders' Equity | 13,962,796 | 14,328,962 |
Total Liabilities and Stockholders' Equity | $14,620,831 | $14,833,126 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 87,860,880 | 87,860,880 |
Common stock, shares outstanding | 87,860,880 | 87,860,880 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Rental income | $480,595 | $20,273 |
Operating expenses: | ' | ' |
Rental expenses | 184,135 | 7,996 |
General and administrative | 440,849 | 39,541 |
Legal and accounting | 122,277 | 34,976 |
Interest expense | 0 | 25,942 |
Amortization of discount on notes payable | 0 | 140,814 |
Depreciation expense | 99,500 | 4,200 |
Total operating expenses | 846,761 | 253,469 |
Net loss | ($366,166) | ($233,196) |
Net loss per share from continuing operations | ' | ' |
(Basic and fully diluted) (in dollars per share) | $0 | ($0.03) |
Weighted average number of common shares outstanding (in shares) | 87,860,880 | 8,350,000 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($366,166) | ($233,196) |
Adjustments to reconcile net loss to net cash used for operating activities: | ' | ' |
Amortization of debt discount | 0 | 140,814 |
Stock Compensation | 195,000 | 0 |
Depreciation expense | 99,500 | 4,200 |
Changes in operating assets and liabilities: | ' | ' |
Rents and other receivables | -8,916 | -3,820 |
Accounts payable, accrued expenses, accrued interest and security deposits | -41,129 | 45,844 |
Related party advances | 0 | -187,673 |
Net cash used for operating activities | -121,711 | -233,831 |
Cash Flows From Investing Activities: | ' | ' |
Acquisition of residential homes | -1,584,343 | -263,428 |
Reduction of escrow deposits and prepaid expenses | 73,720 | 0 |
Net cash used for investing activities | -1,510,623 | -263,428 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from convertible notes payable | 0 | 500,000 |
Payments for deferred stock issuance costs | -135,480 | 0 |
Net cash provided by (used for) financing activities | -135,480 | 500,000 |
Net Increase (Decrease) In Cash | -1,767,814 | 2,741 |
Cash at the Beginning of the Period | 2,134,510 | 5,763 |
Cash at the End of the Period | 366,696 | 8,504 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' | ' |
Debt discount for allocation of proceeds to warrants and beneficial conversion feature of debt | 0 | 291,920 |
Supplemental Disclosure: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $0 | $0 |
ORGANIZATION_OPERATIONS_AND_SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' |
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reven Housing REIT, Inc. and Subsidiaries (the “Company”) was initially incorporated in the State of Colorado and then recently converted to a Maryland corporation on April 1, 2014. The Company acquires portfolios of occupied and rented single-family homes throughout the United States with the objective of receiving income from rental property activity and future profits from the sale of rental property at appreciated values. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (which include only normal recurring adjustments except as noted in management’s discussion and analysis of financial condition and results of operations) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the 2013 Annual Report on Form 10-K, filed March 25, 2014. The results of operations for the quarter ended March 31, 2014 are not necessarily indicative of the operating results for the full year. | |
Principles of Consolidation | |
The accompanying financial statements consolidate the accounts of the Company and its wholly-owned subsidiaries, Reven Housing Georgia, LLC and Reven Housing Texas, LLC. All significant inter-company transactions have been eliminated in consolidation. | |
New Accounting Pronouncements | |
The Company has 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 the financial position or results of operations of the Company. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. | |
Rents and Other Receivables | |
Rents and other receivables represent the amount of rent receivables, security deposits and net rental funds which are held by the property manager on behalf of the Company, net of any allowance for amounts deemed uncollectible. | |
Deferred Stock Issuance Costs | |
Deferred stock issuance costs represent amounts paid for consulting services and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are charged 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 | |
The Company accounts for the proceeds from the issuance of convertible notes payable with detachable stock purchase warrants and embedded conversion features in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 shall be allocated to the two elements based on the relative fair values of 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 rental agreements of generally one year and revenue is recognized over the lease term on a straight-line basis. | |
Income Taxes | |
The Company intends to elect to be taxed as a REIT, as defined in the Internal Revenue Code, commencing with the taxable year ended December 31, 2014. Management believes that the Company will be able to satisfy the requirements for qualification as a REIT. Accordingly, the Company is not expecting to be subject to federal income tax, provided that it qualifies as a REIT and distributions to the stockholders equal or exceed REIT taxable income. | |
However, qualification and taxation as a REIT depends upon the Company’s ability to meet the various qualification tests imposed under the Internal Revenue Code related to the percentage of income that are 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 are distributed. Accordingly, no assurance can be given that the Company will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for four subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local 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 December 31, 2013 and March 31, 2014, the Company had no unrecognized tax benefits. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits during 2014. | |
Incentive Compensation Plan | |
During 2012, the Company established the 2012 Incentive Compensation Plan, which was subsequently amended and restated in December 2013 (“2012 Plan”). The 2012 Plan allows for the grant of options and other awards representing up to 33,000,000 shares of the Company’s common stock. Such awards may be granted to officers, directors, employees, consultants and other persons who provide services to the Company or any related entity. Under the 2012 Plan, options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value. Awards are exercisable over a period of time as determined by a committee designated by the Board of Directors, but in no event longer than ten years. | |
On April 4, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 975,000 shares of the Company’s common stock under the 2012 Plan to the members of the Board of Directors as compensation for their services through March 31, 2014. | |
Net Loss Per Share | |
Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. For the three months ended March 31, 2013 there were no shares that were potentially dilutive. For the three months ended March 31, 2014, potentially dilutive securities excluded from the calculations were 5,271,760 shares issuable upon exercise of outstanding warrants granted in conjunction with the convertible notes. | |
Financial Instruments | |
The carrying value of the Company’s financial instruments, as reported in the accompanying condensed consolidated balance sheets, approximates fair value. | |
Security Deposits | |
Security deposits represent amounts deposited by tenants at the inception of the lease. | |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and reported amounts of expenses for the periods presented. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions used to determine the allocation of purchase prices of property acquisitions (Note 1). | |
Property Acquisitions | |
The Company accounts for its acquisitions of real estate in accordance with FASB ASC 805, Accounting for Business Combinations, Goodwill, and Other Intangible Assets, which requires the purchase price of acquired properties be allocated to the acquired tangible assets and liabilities, consisting of land, building, and identified intangible assets, consisting of the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and security deposits, based in each case on their fair values. | |
The Company allocates the purchase price to tangible assets of an acquired property (which includes land and building) based on the estimated fair values of those tangible assets, assuming the property was vacant. Fair value for land and building is based on the purchase price for these properties. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair values of the tangible and intangible assets and liabilities acquired. | |
The total value allocable to intangible assets acquired, which consists of unamortized lease origination costs and in-place leases (including an above-market or below-market component of an acquired in-place lease), are allocated based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the existing business relationships with the tenant, growth prospects for developing new business with the tenant, the remaining term of the lease and the tenant’s credit quality, among other factors. For acquisitions made in 2013 and 2014, management has determined that no value is required to be allocated to intangible assets, as the leases assumed are short-term with values that are insignificant. | |
Land, Buildings and Improvements | |
Land, buildings and improvements are recorded at cost and depreciated over estimated useful lives of approximately 27.5 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred. | |
The Company assesses 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, as measured by the anticipated undiscounted net cash flows of the asset. Should impairment exist, the asset is written down to its estimated fair value. The Company has not recognized any impairment losses through March 31, 2014. | |
Reclassifications | |
Certain amounts for 2013 have been reclassified to conform to the current period’s presentation. | |
RESIDENTIAL_HOMES
RESIDENTIAL HOMES | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Residential Homes [Abstract] | ' | |||||||||||||
Residential Homes [Text Block] | ' | |||||||||||||
NOTE 2. RESIDENTIAL HOMES | ||||||||||||||
Residential homes purchased by the Company are recorded at cost. The Homes are leased on short-term leases expiring on various dates over the coming year. | ||||||||||||||
The following table represents the Company’s investment in the homes and allocates purchase price in accordance with ASC 805: | ||||||||||||||
Number | Residential | Total | ||||||||||||
of Homes | Land | Homes | Investment | |||||||||||
Total at December 31, 2013 | 159 | $ | 2,514,009 | $ | 10,064,626 | $ | 12,578,635 | |||||||
Purchased during 2014: | ||||||||||||||
Texas | 18 | 319,500 | 1,264,843 | 1,584,343 | ||||||||||
Total at March 31, 2014 | 177 | $ | 2,833,509 | $ | 11,329,469 | $ | 14,162,978 | |||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
NOTE 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||
At December 31, 2013 and March 31, 2014, accounts payable and accrued expenses consisted of the following: | ||||||||
2013 | 2014 | |||||||
Accounts payable | $ | 89,666 | $ | 116,479 | ||||
Accrued property taxes | 196,141 | 61,359 | ||||||
Accrued legal fees | 61,372 | 107,677 | ||||||
$ | 347,179 | $ | 285,515 | |||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
NOTE 4. STOCKHOLDERS’ EQUITY | |
On April 4, 2014, in a separate follow-on private placement to the September 27, 2013 private placement, the Company issued an additional 13,500,000 shares of its common stock for a purchase price of $0.20 per share for gross proceeds of $2,700,000. | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
NOTE 5. INCOME TAXES | |
The Company plans to elect REIT status effective for the year ending December 31, 2014, when it meets all requirements allowing it to do so. At that time, the Company would generally not be subject to income taxes assuming it complied with the specific distribution rules applicable to REITs. | |
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and expected carry-forwards are available to reduce taxable income. The Company records a valuation allowance when, in the opinion of management, it is more likely than not, that the Company will not realize some or all deferred tax assets. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance equal to the deferred tax asset at December 31, 2013 and March 31, 2014. At December 31, 2013 the Company had federal and state net operating loss carry-forwards of approximately $675,000 and $673,000, respectively. The federal and state tax loss carry-forwards will begin to expire in 2032, unless previously utilized. | |
Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carry-forwards may be limited if a cumulative change in ownership of more than 50% occurs within a three year period. Management believes that such an ownership change had occurred but has not performed a study of the limitations on the net operating losses. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 6. RELATED PARTY TRANSACTIONS | |
The Company sub-leases office space on a month-to-month basis from Reven Capital, LLC which is wholly-owned by Chad M. Carpenter, a shareholder of the Company and the Company’s Chief Executive Officer, and reimburses Reven Capital for Company expenses paid and previously advanced by Reven Capital, LLC. The advances are due on demand, unsecured and are non-interest bearing. These advances were paid off in full during the year ended December 31, 2013. During the period ended March 31, 2013, the Company paid previous advances of $187,673. | |
STOCK_COMPENSATION_PAYABLE
STOCK COMPENSATION PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
NOTE 7. STOCK COMPENSATION PAYABLE | |
On April 4, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 975,000 shares of the Company’s common stock under the 2012 Plan to the members of the Board of Directors as compensation for their services through March 31, 2014. These shares were valued at $.20 per share, for a total expense of $195,000 which has been included in the Company’s Condensed Consolidated Statement of Operations for the period ended March 31, 2014. | |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 8. COMMITMENTS | |
Property Management Agreement | |
The Company has entered into property management agreements with unrelated property management companies in which the Company will pay management fees ranging from six to eight percent of gross rental receipts. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 9. SUBSEQUENT EVENTS | |
On April 1, 2014, the Company completed its conversion from a Colorado corporation to a Maryland corporation. | |
On April 4, 2014, the Company issued 975,000 shares of its common stock to members of its Board of Directors in return for compensation for their services through March 31, 2014 as mentioned in Note 7 above. | |
On April 4, 2014, the Company completed a follow-on private placement of 13,500,000 shares of its commons stock for gross proceeds of $2,700,000 as mentioned in Note 4 above. | |
On April 24, 2014, the Company entered into a purchase and sale agreement to purchase a portfolio of up to 48 single family homes located in Memphis, Tennessee. The total purchases price for the 48 properties is expected to approximate $3,800,000. The purchase and sales agreement provides for a due diligence period of 45 days, and then for the closing for the purchase of the properties to occur within 30 days after the expiration of the due diligence period. There can be no assurance that the Company will consummate this acquisition. | |
On May 5, 2014, the Company entered into a purchase and sale agreement to purchase a portfolio of up to 49 single family homes located in Jacksonville, Florida. The total purchases price for the 49 properties is expected to approximate $3,500,000. The purchase and sales agreement provides for a due diligence period of 30 days, and then for the closing for the purchase of the properties to occur within 30 days after the expiration of the due diligence period. There can be no assurance that the Company will consummate this acquisition. | |
ORGANIZATION_OPERATIONS_AND_SU1
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (which include only normal recurring adjustments except as noted in management’s discussion and analysis of financial condition and results of operations) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the 2013 Annual Report on Form 10-K, filed March 25, 2014. The results of operations for the quarter ended March 31, 2014 are not necessarily indicative of the operating results for the full year | |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The accompanying financial statements consolidate the accounts of the Company and its wholly-owned subsidiaries, Reven Housing Georgia, LLC and Reven Housing Texas, LLC. All significant inter-company transactions have been eliminated in consolidation. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
New Accounting Pronouncements | |
The Company has 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 the financial position or results of operations of the Company. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents | |
Advances to Property Manager [Policy Text Block] | ' |
Rents and Other Receivables | |
Rents and other receivables represent the amount of rent receivables, security deposits and net rental funds which are held by the property manager on behalf of the Company, net of any allowance for amounts deemed uncollectible. | |
Deferred Stock Issuance Costs [Policy Text Block] | ' |
Deferred Stock Issuance Costs | |
Deferred stock issuance costs represent amounts paid for consulting services and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are charged 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 [Policy Text Block] | ' |
Warrant Issuance and Note Conversion Feature | |
The Company accounts for the proceeds from the issuance of convertible notes payable with detachable stock purchase warrants and embedded conversion features in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 shall be allocated to the two elements based on the relative fair values of 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, Policy [Policy Text Block] | ' |
Revenue Recognition | |
Property is leased under rental agreements of generally one year and revenue is recognized over the lease term on a straight-line basis | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
The Company intends to elect to be taxed as a REIT, as defined in the Internal Revenue Code, commencing with the taxable year ended December 31, 2014. Management believes that the Company will be able to satisfy the requirements for qualification as a REIT. Accordingly, the Company is not expecting to be subject to federal income tax, provided that it qualifies as a REIT and distributions to the stockholders equal or exceed REIT taxable income. | |
However, qualification and taxation as a REIT depends upon the Company’s ability to meet the various qualification tests imposed under the Internal Revenue Code related to the percentage of income that are 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 are distributed. Accordingly, no assurance can be given that the Company will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for four subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local 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 December 31, 2013 and March 31, 2014, the Company had no unrecognized tax benefits. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits during 2014 | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Incentive Compensation Plan | |
During 2012, the Company established the 2012 Incentive Compensation Plan, which was subsequently amended and restated in December 2013 (“2012 Plan”). The 2012 Plan allows for the grant of options and other awards representing up to 33,000,000 shares of the Company’s common stock. Such awards may be granted to officers, directors, employees, consultants and other persons who provide services to the Company or any related entity. Under the 2012 Plan, options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value. Awards are exercisable over a period of time as determined by a committee designated by the Board of Directors, but in no event longer than ten years. | |
On April 4, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 975,000 shares of the Company’s common stock under the 2012 Plan to the members of the Board of Directors as compensation for their services through March 31, 2014. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Net Loss Per Share | |
Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. For the three months ended March 31, 2013 there were no shares that were potentially dilutive. For the three months ended March 31, 2014, potentially dilutive securities excluded from the calculations were 5,271,760 shares issuable upon exercise of outstanding warrants granted in conjunction with the convertible notes | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Financial Instruments | |
The carrying value of the Company’s financial instruments, as reported in the accompanying condensed consolidated balance sheets, approximates fair value | |
Security Deposits [Policy Text Block] | ' |
Security Deposits | |
Security deposits represent amounts deposited by tenants at the inception of the lease | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and reported amounts of expenses for the periods presented. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions used to determine the allocation of purchase prices of property acquisitions (Note 1). | |
Property Acquisitions [Policy Text Block] | ' |
Property Acquisitions | |
The Company accounts for its acquisitions of real estate in accordance with FASB ASC 805, Accounting for Business Combinations, Goodwill, and Other Intangible Assets, which requires the purchase price of acquired properties be allocated to the acquired tangible assets and liabilities, consisting of land, building, and identified intangible assets, consisting of the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and security deposits, based in each case on their fair values. | |
The Company allocates the purchase price to tangible assets of an acquired property (which includes land and building) based on the estimated fair values of those tangible assets, assuming the property was vacant. Fair value for land and building is based on the purchase price for these properties. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair values of the tangible and intangible assets and liabilities acquired. | |
The total value allocable to intangible assets acquired, which consists of unamortized lease origination costs and in-place leases (including an above-market or below-market component of an acquired in-place lease), are allocated based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the existing business relationships with the tenant, growth prospects for developing new business with the tenant, the remaining term of the lease and the tenant’s credit quality, among other factors. For acquisitions made in 2013 and 2014, management has determined that no value is required to be allocated to intangible assets, as the leases assumed are short-term with values that are insignificant | |
Land Buildings and Improvements [Policy Text Block] | ' |
Land, Buildings and Improvements | |
Land, buildings and improvements are recorded at cost and depreciated over estimated useful lives of approximately 27.5 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred. | |
The Company assesses 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, as measured by the anticipated undiscounted net cash flows of the asset. Should impairment exist, the asset is written down to its estimated fair value. The Company has not recognized any impairment losses through March 31, 2014. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain amounts for 2013 have been reclassified to conform to the current period’s presentation. | |
RESIDENTIAL_HOMES_Tables
RESIDENTIAL HOMES (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Residential Homes [Abstract] | ' | |||||||||||||
Real Estate Investment Financial Statements, Disclosure [Table Text Block] | ' | |||||||||||||
The following table represents the Company’s investment in the homes and allocates purchase price in accordance with ASC 805: | ||||||||||||||
Number | Residential | Total | ||||||||||||
of Homes | Land | Homes | Investment | |||||||||||
Total at December 31, 2013 | 159 | $ | 2,514,009 | $ | 10,064,626 | $ | 12,578,635 | |||||||
Purchased during 2014: | ||||||||||||||
Texas | 18 | 319,500 | 1,264,843 | 1,584,343 | ||||||||||
Total at March 31, 2014 | 177 | $ | 2,833,509 | $ | 11,329,469 | $ | 14,162,978 | |||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
At December 31, 2013 and March 31, 2014, accounts payable and accrued expenses consisted of the following: | ||||||||
2013 | 2014 | |||||||
Accounts payable | $ | 89,666 | $ | 116,479 | ||||
Accrued property taxes | 196,141 | 61,359 | ||||||
Accrued legal fees | 61,372 | 107,677 | ||||||
$ | 347,179 | $ | 285,515 | |||||
ORGANIZATION_OPERATIONS_AND_SU2
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Line Items] | ' |
Entity Incorporation, State Country Name | 'Colorado |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 33,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Description | 'Under the 2012 Plan, options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value. |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,271,760 |
Property, Plant and Equipment, Useful Life | '27 years 6 months |
Common Stock [Member] | ' |
Accounting Policies [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 975,000 |
RESIDENTIAL_HOMES_Details
RESIDENTIAL HOMES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Number | Number | |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Number of Homes | 177 | 159 |
Real Estate Investment Property, at Cost | $14,162,978 | $12,578,635 |
Total Investment | 14,162,978 | 12,578,635 |
Texas [Member] | ' | ' |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Number of Homes | 18 | ' |
Total Investment | 1,584,343 | ' |
Land [Member] | ' | ' |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Real Estate Investment Property, at Cost | 2,833,509 | 2,514,009 |
Land [Member] | Texas [Member] | ' | ' |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Real Estate Investment Property, at Cost | 319,500 | ' |
Residential Homes [Member] | ' | ' |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Real Estate Investment Property, at Cost | 11,329,469 | 10,064,626 |
Residential Homes [Member] | Texas [Member] | ' | ' |
RESIDENTIAL HOMES, NET [Line Items] | ' | ' |
Real Estate Investment Property, at Cost | $1,264,843 | ' |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accounts Payable And Accrued Expenses [Line Items] | ' | ' |
Accounts payable | $116,479 | $89,666 |
Accrued property taxes | 61,359 | 196,141 |
Accrued legal fees | 107,677 | 61,372 |
Accounts payable and accrued expenses | $285,515 | $347,179 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (Private Placement [Member], USD $) | 1 Months Ended | 3 Months Ended |
Apr. 04, 2014 | Mar. 31, 2014 | |
Private Placement [Member] | ' | ' |
STOCKHOLDERS' EQUITY [Line Items] | ' | ' |
Proceeds from Issuance of Private Placement | $2,700,000 | $2,700,000 |
Purchase Of Common Stock Price Per Share | ' | $0.20 |
Partners Capital Account, Units, Sold in Private Placement | 13,500,000 | 13,500,000 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Line Items] | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $675,000 |
Federal Tax Loss Carry Forwards Expiration | 'expire in 2032 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $673,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' |
Increase (Decrease) In Accounts Payable, Related Parties | $0 | ($187,673) |
STOCK_COMPENSATION_PAYABLE_Det
STOCK COMPENSATION PAYABLE (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Share-based Compensation, Total | $195,000 | $0 | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | ' | $0.00 |
Incenteve Compensation Plan 2012 [Member] | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 975,000 | ' | ' |
Share-based Compensation, Total | $195,000 | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.20 | ' | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 04, 2014 | Mar. 31, 2014 | Apr. 04, 2014 | 5-May-14 | Apr. 24, 2014 |
Private Placement [Member] | Private Placement [Member] | Board of Directors Chairman [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Single Family Home Purchase [Member] | Single Family Home Purchase [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | 975,000 | ' | ' |
Partners Capital Account, Units, Sold in Private Placement | ' | ' | 13,500,000 | 13,500,000 | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | $2,700,000 | $2,700,000 | ' | ' | ' |
Real Estate Investment Property, at Cost, Total | $14,162,978 | $12,578,635 | ' | ' | ' | $3,500,000 | $3,800,000 |