Daniel K. Donahue
Tel 949.732.6557
Fax 949.732.6501
donahued@gtlaw.com
February 9, 2016
VIA EDGAR
Jennifer Gowetski, Esq.
Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Reven Housing REIT, Inc. Amendment No. 8 to Registration Statement on Form S-11 Filed February 3, 2016 File No. 333-196282 |
Dear Ms. Gowetski:
On behalf of Reven Housing REIT, Inc., a Maryland corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, please be advised that the Company is concurrently filing with the Securities and Exchange Commission (the “Commission”) via EDGAR an Amendment No. 9 (“Amendment No. 9”) to the Company’s Registration Statement on Form S-11 (the “Registration Statement”).
The Amendment No. 9 is being filed pursuant to two telephonic comments delivered by Jennifer Monck and Peggy Kim of the Commission staff to the undersigned on February 8, 2016. During that call, Ms. Monck requested that the Company file a new Exhibit 23.1 to include PKF’s consent to the reference to their firm under the caption “Experts” in the Amendment No. 8. The Amendment No. 9 includes the revised Exhibit 23.1. During the call, Ms. Kim requested that the Company include in the definitive prospectus (“Definitive Prospectus”) to be filed pursuant to Rule 424 under the Securities Act an outside termination date of the offering. On behalf of the Company, this will confirm that in the Definitive Prospectus the last sentence of the first paragraph on the cover page and the third sentence of the first paragraph under the caption “Plan of Distribution” of the prospectus made part of the Amendment No. 8 will be deleted in its entirety and replaced with the following, “If the minimum offering is completed by such date, the offering will continue until the earlier of all shares being sold, our decision to terminate the offering or December 31, 2016.”
Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM
3161 Michelson Drive, Suite 1000 n
Irvine, California 92612 n
Tel 949.732.6500 n
Fax 949.732.6501
Jennifer Gowetski, Esq.
Division of Corporation Finance
February 9, 2016
Page 2
The Company has endeavored to respond fully to each of the Staff’s comments. If you should have any questions about this letter or require any further information, please contact me at (949) 732-6557.
| Sincerely, | |
| /s/ Daniel K. Donahue | |
| Daniel K. Donahue, Esq. |
| cc: | Reven Housing REIT, Inc. |
PKF Certified Public Accountants, A Professional Corporation
Squar Milner LLP
Joseph A. Herz, Esq., Greenberg Traurig, LLP
Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM
3161 Michelson Drive, Suite 1000 n
Irvine, California 92612 n
Tel 949.732.6500 n
Fax 949.732.6501