BOSTON OMAHA Corp - Quarter Report: 2013 September (Form 10-Q)

reoplus10q09302013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-170054

REO PLUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas	27-0788438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3014 McCulloch Circle, Houston, Texas 77056

(Address of principal executive offices)

713-478-3832

(Registrant’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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 (Check one).

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting companyý

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,869,000 common shares as of November 13, 2013

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited Financial Statements

For the Nine Months Ended September 30, 2013

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Balance Sheets


ASSETS
	September 30,			December 31,
	2013			2012

Current Assets:
Cash	$	11,613		$	6,315
Trade receivables, no allowance considered necessary		9,773
Prepaid expense		-			2,375

Total Current Assets		21,386			8,690

Investment in unconsolidated affiliate		66,737			66,922

Total Assets	$	88,123		$	75,612


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY


Current Liabilities:
Accounts payable and accrued expenses	$	5,850		$	15,975
Notes payable, stockholders		280,960			190,960
Note payable, stockholder		190,000			190,000
Accrued interest, stockholders		11,877			9,720

Total Current Liabilities		488,687			406,655

Stockholders’ (Deficit) Equity:
Preferred stock, $.001 par value, 10,000,000 shares
authorized and 0 shares issued and outstanding		-			-
Common stock, $.001 par value, 500,000,000 shares
authorized, 1,869,000 shares issued and outstanding		1,870			1,870
Additional paid-in capital		53,130			53,130
Accumulated deficit		(455,564	)		(386,043	)

Total Stockholders’ (Deficit) Equity		(400,564	)		(331,043	)

Total Liabilities and Stockholders’ (Deficit) Equity	$	88,123		$	75,612

See accompanying notes to the unaudited financial statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Statements of Operations


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Revenues:
Fee income	$	9,773		$	-		$	9,773		$	-

Costs and Expenses:
Professional fees		10,270			22,600			59,840			67,676
General and administrative		143			-			143			-

Net Income (Loss) from Operations		(640	)		(22,600	)		(50,210	)		(67,676	)

Other Income (Expense):
Equity in income (loss) of
unconsolidated affiliate		(4,183	)		10,160			(185	)		10,396
Interest		(6,754	)		(5,114	)		(19,126	)		(14,141	)

Net Income (Loss) before
Income Tax		(11,577	)		(17,554	)		(69,521	)		(71,421	)

Income Tax (Provsion) Benefit		-			-			-			-

Net Income (Loss)	$	(11,577	)	$	(17,554	)	$	(69,521	)	$	(71,421	)

Net Income (Loss) per Share	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.04	)

Fully Diluted Income (Loss) per Share	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.04	)

Weighted Average Shares Outstanding		1,869,000			1,869,000			1,869,000			1,869,000

See accompanying notes to the unaudited financial statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Statements of Changes in Stockholders’ (Deficit) Equity


					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance,
January 1, 2012		1,869,000	$	1,870	$	53,130	$	(290,760	)	$	(235,760	)

Net loss
January 1, 2012 -
December 31, 2012		-		-		-		(95,283	)		(95,283	)


Balance,
December 31, 2012		1,869,000		1,870		53,130		(386,043	)		(331,043	)

Net loss
January 1, 2013 -
September 30, 2013		-		-		-		(69,521	)		(69,521	)

Balance,
September 30, 2013		1,869,000	$	1,870	$	53,130	$	(455,564	)	$	(400,564	)

See accompanying notes to the unaudited financial statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Statements of Cash Flows


	For the Nine Months Ended
	September 30,
	2013			2012

Cash Flows from Operating Activities:
Net Income (Loss)	$	(69,521	)	$	(71,421	)
Adjustments to reconcile net income (loss) to cash
used by operating activities:
Equity in (income) loss of unconsolidated affiliate		185			(10,396	)
(Increase) Decrease in trade receivables		(9,773	)		-
Decrease (Increase) in prepaid expenses		2,375			938
(Decrease) Increase in accounts payable and accrued expenses		(10,125	)		2,075
Increase (Decrease) in accrued interest, stockholders		2,157			787

Total Adjustments		(15,181	)		(6,596	)

Net Cash (Used) Provided by
Operating Activities		(84,702	)		(78,017	)

Cash Flows from Financing Activities:
Proceeds from notes payable to stockholders		90,000			95,000

Net Cash Provided by Financing Activities
Financing Activities		90,000			95,000

Net Increase (Decrease) in Cash		5,298			16,983

Cash, Beginning of Period		6,315			653

Cash, End of Period	$	11,613		$	17,636

Interest Paid	$	16,969		$	13,354

Income Taxes Paid	$	-		$	-

See accompanying notes to the unaudited financial statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Schedules of Non-Cash Investing and Financing Activities


	For the Nine Months Ended
	September 30,
	2013		2012


Exchange of advances from related parties for notes payable to related parties	$	-	$	85,960

See accompanying notes to the unaudited financial statements.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

NOTE 1. ORGANIZATION AND BACKGROUND

REO Plus, Inc. (“the Company”) was organized on August 11, 2009 for the purpose of investing in real estate. The Company has had no operations other than its acquisition of 40% of Ananda Investments, LLC, (“Ananda.”) During the three months ended September 30, 2013, the Company began providing consulting services.

Basis of Presentation

The accompanying unaudited interim financial statements of REO Plus, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2012 and 2011 contained in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 12, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the interim financial statements which would substantially duplicate the disclosure contained in the audited financial statements for years ended December 31, 2012 and 2011 as reported in the Company’s Form 10-K have been omitted.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenue as earned. Doubtful receivables are written down to net realizable value, based upon historical collection information, existing economic conditions and negotiation with the client. An allowance for delinquent receivables is provided to reduce them to estimated net realizable value. Receivables past due more than ninety days are considered delinquent. As of September 30, 2013, there were no receivables ninety days past due.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit of $455,564 since its inception and has not yet produced earnings from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock through a private equity offering.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

NOTE 3. INVESTMENT IN AFFILIATE

On January 2, 2010 the Company acquired a 40% interest in Ananda, a Texas limited liability company, which owns a commercial real estate rental property in Houston, Texas. This acquisition was accomplished by the issuance of 934,500 shares of the Company’s common stock valued at $27,500 and the issuance of a promissory note in the amount of $190,000. The investment was acquired from a controlling shareholder and recorded at the controlling shareholder’s cost basis with a resulting “deemed” dividend. The transaction was treated as a transfer between entities under common control as follows:

Issuance of common stock	$	27,500
Issuance of promissory note		190,000
		217,500

Deemed dividend		(176,700	)

Purchase price of investment in affiliate	$	40,800

Summary financial results of Ananda for the three months and nine months ended September 30, 2013 and 2012 are as follows:

Operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Rental income	$	6,653		$	43,367		$	56,135		$	80,381
Operating expenses		(17,111	)		(17,966	)		(56,598	)		(54,390	)

Net income (loss)	$	(10,458	)	$	25,401		$	(463	)	$	25,991

Equity in income (loss) of
unconsolidated affiliate	$	(4,183	)	$	10,160		$	(185	)	$	10,396

REO Plus, Inc.

(A Texas Corporation)

Unaudited

NOTE 3. INVESTMENT IN AFFILIATE (Continued)


Summary financial position for Ananda for the nine months ended September 30, 2013 and for the year ended December 31, 2012 follows:


Financial Position
	September 30,			December 31,
	2013			2012

Cash	$	97,408		$	95,515
Other current assets		3,511			1,611
Land, buildings and improvements		473,830			493,254
Other assets		8,202			3,703

Total Assets	$	582,951		$	594,083

Deposits and accrued expenses	$	10,344		$	12,813
Mortgage payable		405,765			413,965

Total Liabilities		416,109			426,778

Members' equity		277,835			277,845
Accumulated deficit		(110,993	)		(110,540	)

Total Equity		166,842			167,305

Total Liabilities and Equity	$	582,951		$	594,083

Investment in unconsolidated affiliate	$	66,737		$	66,922

REO Plus, Inc.

(A Texas Corporation)

Unaudited

NOTE 4. NOTES PAYABLE, STOCKHOLDERS

At September 30, 2013, notes payable stockholders consist of the following:


Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due February 5, 2016	$	85,960

Note payable to a corporation, bearing interest at
5% per annum; unsecured, principal and interest
due February 5, 2016		20,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due April 30, 2016		35,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due September 27, 2016		40,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due December 27, 2016		10,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due January 9, 2017		10,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due March 5, 2016		40,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due May 20, 2016		20,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due July 3, 2016		5,000

Note payable to an individual, bearing interest at
5% per annum; unsecured, principal and interest
due August 24, 2016		15,000

	$	280,960

On February 5, 2013, the stockholders agreed to extend the maturity dates of all notes payable, with an original maturity date through January 9, 2014, for three years from the original maturity date. The notes have been classified as short-term because the noteholder is the CEO and has significant control over the Company.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

NOTE 4. NOTES PAYABLE, STOCKHOLDERS (Continued)

In connection with the Company’s acquisition of its investment in Ananda, the Company executed a note payable to a majority stockholder in the amount of $190,000 with interest accruing at 7% per annum commencing on the first day of the fourth month after Ananda obtained an occupancy permit for the property it owns in Houston, Texas. The permit was obtained on April 1, 2010, therefore the note of $190,000 began accruing interest on July 1, 2010. On October 1, 2010, interest was due in the amount of $3,325, from July 1, 2010 through September 30, 2010. Thereafter, $3,325 was due on January 1, 2011 and each subsequent third month until January 1, 2020 when a final balloon payment of $190,000

plus accrued interest is due and payable. The note has been classified as short-term because the noteholder is the CEO and has significant control over the Company.

Such stockholder owns a 95% interest in the Company through his 50% ownership of REO and 90% ownership of the other 50% corporate stockholder of REO.

REO Plus, Inc.

(A Texas Corporation)

Unaudited

Ananda Investments, LLC

(A Texas Limited Liability Company)

Unaudited Financial Statements

For the Nine Months Ended September 30, 2013

Ananda Investments, LLC

(A Texas Limited Liability Company)

Unaudited

Balance Sheets

	September 30,			December 31,
	2013			2012

ASSETS

Current Assets:
Cash	$	97,408		$	95,515
Prepaid insurance		3,511			1,611

Total Current Assets		100,919			97,126

Property and Equipment:
Land		100,000			100,000
Building and improvements		517,981			517,981

Total Property and Equipment		617,981			617,981

Accumulated depreciation		(144,151	)		(124,727	)

Property and Equipment, net		473,830			493,254

Other Assets:
Deferred loan costs		8,202			3,703

Total Assets	$	582,951		$	594,083

LIABILITIES AND MEMBERS' EQUITY

Current Liabilities:
Accrued expenses	$	7,044		$	9,513
Current portion of long-term debt		18,261			13,435

Total Current Liabilities		25,305			22,948

Lease deposit		3,300			3,300
Long-term debt		387,504			400,530

Total Liabilities		416,109			426,778

Members' Equity		166,842			167,305

Total Liabilities and Members' Equity	$	582,951		$	594,083

Ananda Investments, LLC

(A Texas Limited Liability Company)

Unaudited

Statements of Operations and Members' Equity

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Revenues:	$	6,653		$	43,367		$	56,135		$	80,381

Costs and Expenses:
Depreciation and amortization		6,614			7,031			23,267			21,091
Property taxes		2,348			2,348			7,044			6,702
Insurance		1,867			1,817			5,566			5,270
Repairs and maintenance		-			-			1,584			1,096
General and administrative		629			76			629			76

Total Costs and Expenses		11,458			11,272			38,090			34,235

Net (Loss) Income from Operations		(4,805	)		32,095			18,045			46,146

Other Income (Expense):
Interest income		38			-			108			-
Interest expense		(5,691	)		(6,694	)		(18,616	)		(20,155	)

Net Income (Loss)		(10,458	)		25,401			(463	)		25,991

Members' Equity, Beginning of Period		177,300			135,050			167,305			134,460

Members' Equity, End of Period	$	166,842		$	160,451		$	166,842		$	160,451

See accompanying notes to the unaudited financial statements.

Ananda Investments, LLC

(A Texas Limited Liability Company)

Unaudited

Statements of Cash Flows

	For the Nine Months Ended
	September 30,
	2013			2012

Cash Flows from Operating Activities:
Net income (Loss)	$	(463	)	$	25,991
Adjustments to reconcile net income (loss) to cash provided
(used) by operating activities:
Depreciation and amortization		23,267			21,091
(Increase) in prepaid insurance		(1,900	)		(1,999	)
(Decrease) in accrued expenses		(2,469	)		(2,456	)
(Decrease) in lease deposit		-			(2,282	)

Net Cash Provided (Used) by Operating Activities		18,435			40,345

Cash Flows from Financing Activities:
Payments on long-term debt		(16,542	)		(9,040	)

Net Cash (Used) by Financing Activities		(16,542	)		(9,040	)

Net Increase (Decrease) in Cash		1,893			31,305

Cash, Beginning of Period		95,515			49,197

Cash, End of Period	$	97,408		$	80,502

Interest Paid	$	18,616		$	20,155

Income Taxes Paid	$	-		$	-

See accompanying notes to the unaudited financial statements.

Ananda Investments, LLC

(A Texas Limited Liability Company)

Unaudited

NOTE 1. ORGANIZATION AND BACKGROUND

Ananda Investments, LLC (“the Company”) was organized in Texas on March 26, 2004 for the purpose of investing in real estate. The Company owns and operates a building located in Houston, Texas.

Basis of Presentation

The accompanying unaudited interim financial statements of Ananda Investments, LLC. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2012 and 2011 contained in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 12, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the interim financial statements which would substantially duplicate the disclosure contained in the audited financial statements for years ended December 31, 2012 and 2011 as reported in the Company’s Form 10-K have been omitted.

NOTE 2. MORTGAGE PAYABLE

On June 25, 2013, the Company refinanced its mortgage for $410,173 with an interest rate of 5.49% and a maturity date of June 25, 2028. Total closing costs incurred were $8,341.

As of September 30, 2013, $405,765 of the mortgage payable was outstanding.

See accompanying notes to the unaudited financial statements.

Item 2. Management’s Discussion and Analysis.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

General

REO Plus, Inc. (the "Company") was incorporated on August 10, 2009 under the laws of the State of Texas. The address of the Company is 3014 McCulloch Circle, Houston, Texas 77056, and its telephone number is 713/599-1910.

The Company was formed by Akashic Ventures, Inc., a Delaware corporation (“Akashic”), for purposes of acquiring financially attractive real estate properties. Akashic is a publicly held corporation that once filed reports with the Commission. Akashic has been dormant from a business perspective since about the summer of 1997. Richard J. Church acquired control of Akashic on May 18, 2008. He is now the sole director and officer of Akashic. Mr. Church is the sole promoter of the Company, and he is serving and expects to continue to serve for the foreseeable future as the Company's sole director, and the Company’s President, Treasurer and Secretary.

When the Company was formed in August 2009, Akashic contributed $27,500 to the Company’s capital, and in consideration thereof the Company issued to Akashic 934,500 shares of Company common stock, thereby making Akashic the Company’s initial shareholder. Until early 2010, Mr. Church was a 40% owner of Ananda Investments, LLC (“Ananda”), a Texas limited liability company that owns a particular real estate property near and west of downtown Houston, Texas. This 40% ownership is comprised of 400 units of limited liability company member interest. In early 2010, Mr. Church transferred his 40% ownership in Ananda to the Company. The Company issued to Mr. Church some of its shares of common stock as part of the purchase price for the Ananda interest. As a result of the Ananda transfer, the Company became the largest owner of Ananda by a wide margin. Because Ananda is member-managed, the Company exerts the greatest control over Ananda.

During the third quarter of 2013, the Company began providing real estate and business consulting services as a means to generate revenue. Currently, such services are provided solely by Mr. Church solely to one client, a family owned company founded in 1954 in which Mr. Church owns approximately 14% of the outstanding equity interests. The ultimate scope of the Company’s consulting services cannot now be determined.

Another significant development during the third quarter of 2013 was the loss of Ananda’s primary tenant. This loss resulted in a significant decline in Ananda’s revenues, which in turn materially adversely affected the Company’s financial performance. Ananda is currently in the process of trying to secure a replacement tenant, or even sell its property. The ultimate outcome of this situation cannot now be determined.

The Company became a publicly held corporation in November 2012 when Akashic distributed to certain of its shareholders a total of 930,493 shares of Company common stock held by it.

Plan of Operation

The Company generally expects to seek well-located properties in need of capital infusion, or total redevelopment, as properties requiring more extensive real estate skills and effort allow for the greatest appreciation on invested capital. The properties and assets to be acquired by the Company will most likely include commercial, retail, residential and mixed-use properties. Such properties and assets will less likely include office properties, and will almost certainly not include industrial properties. Thus far, the Company has acquired only an interest in one property. For a description of this sole property interest, see the section captioned “Item 2. Properties” in the Company’s 2012 Annual Report on Form 10-K filed on April 12, 2013 with the U.S. Securities and Exchange Commission.

The Company will not limit itself geographically, except that the Company is targeting initial acquisitions located in the Houston, Texas area and eventually other parts of Texas. However, as opportunities present themselves, the Company may focus its efforts on secondary and tertiary geographic markets throughout the United States, particularly in areas that have had significant declines in property values and thus possibly offer opportunities for significant appreciation. The Company believes that distressed markets offer opportunities for the Company to acquire under-performing properties that it believes it has the capability of turning around and repositioning, thereby increasing cash flow, profitability and asset value. The Company believes it can successfully identify such potential target acquisitions based upon the depth and the breadth of the industry experience, contacts and industry knowledge of the Company’s current management. While since its inception the Company has identified certain acquisitions that it would have like to have completed, the Company’s lack of funds has precluded the completion of such acquisitions. The Company believes that its fairly new status as a public SEC reporting company will ease the Company’s ability to raise funds, and make the completion of acquisitions to be identified in the future more likely. The Company is also considering other real estate properties whose values could be enhanced if held in a public entity. However, the Company has no assurances that any financing, acquisitions or merger will occur. Richard J. Church, the Company’s current sole executive officer and director, has the responsibility for identifying acquisitions or selecting acquisitions identified by other sources. Mr. Church has extensive experience in the real estate industry through his various real estate enterprises.

While the Company has not yet identified any additional assets or properties or real estate projects to acquire, the Company believes that it is better able to consider numerous additional properties or projects since the Company has achieved status as a public SEC reporting company. The Company is now receiving target acquisitions from a number of brokers and other real estate professionals and dealmakers with whom the Company’s current management has business relationships. Moreover, potential acquisitions may be brought to the Company’s attention by sources as a result of being solicited by the Company through calls or mailings. In no event will any of the Company’s existing or future officers, directors or shareholders or any entity with which they are affiliated be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an acquisition.

The Company does not have any specific property acquisition under consideration for which written offers have been made. The Company has been approached by entities offering their properties for sale and other entities contemplating the merger of the Company with their non-public corporation, but these discussions have not evolved to the point where the Company has entered into any agreements in principle, much less any definitive agreements. The Company will continue to identify and evaluate prospective property acquisition, performing business due diligence on prospective property acquisitions, traveling to and from the property and asset locations that represent prospective acquisitions, reviewing corporate, title, environmental, and financial documents and material agreements regarding prospective property acquisitions, selecting properties to acquire and striving to structure, negotiate and consummate acquisitions. The Company will have certain burdens and costs with respect to these activities and certain additional risks associated with the subsequent integration of additional assets or properties into the Company’s operations.

The Company does not presently intend to invest in real estate mortgages, securities of or interests in persons primarily engaged in real estate activities (other than the Company’s current interest in Ananda), or investments in other securities such as bonds, preferred stocks or common stocks. However, the Company's Board of Directors may elect to make these investments in the future without a vote of shareholders.

For a description of the Company’s acquisition criterion and policies, see the sections captioned “Item 1. Business - Acquisition Selection” and “Item 1. Business - Policies with Respect to Certain Activities” in pre-effective Amendment No. 8 the Company’s 2012 Annual Report on Form 10-K filed on April 12, 2013 with the U.S. Securities and Exchange Commission.

Results of Operations - General

The Company was incorporated on August 10, 2009 for purposes of acquiring financially attractive real estate properties. The Company made its first and heretofore only property acquisition in early January 2010. This acquisition consisted of a 40% ownership interest in Ananda Investments, LLC (“Ananda”), a Texas limited liability company that owns a particular real estate property near and west of downtown Houston, Texas. Because it has owned only this single asset since 2010, the Company has limited financial results to report.

The Jumpstart Our Business Startups Act, or the JOBS Act, was signed into law on April 5, 2012. As permitted under Section 102(b)(1) of this Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to those of companies that comply with public company effective dates.

Results of Operations – REO Plus, Inc.

Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

Revenues. During the third quarter of 2013, the Company had revenues in the amount of $9,773 from fee income resulting from consulting services that the Company began to provide in this quarter. The Company had no revenues during the third quarter of 2012.

Expenses. During the third quarter of 2013, the Company had expenses in the amount of $10,413, nearly all from professional fees. These expenses represent a decrease of $12,187 from expenses in the amount of $22,600 (all from professional fees) during the third quarter of 2012. Nearly all of these professional fees during the third quarter of 2012 were for accounting and legal fees incurred in connection with the Registration Statement by which the Company became a publicly held corporation. No work on this Registration Statement occurred during the first nine months of 2013, but instead only routine accounting and legal work in connection with the Company’s SEC reporting occurred during this time period, resulting in lower professional fees for the corresponding period a year earlier.

Net Loss from Operations. As a result of the increase in revenues and decrease in expenses during the third quarter of 2013, the Company’s net loss from operations decreased to $640 during the third quarter of 2013 compared to $22,600 to during the third quarter of 2012.

Other Income (Expense). During the third quarter of 2013, the Company had equity in loss of its unconsolidated affiliate, Ananda Investments, LLC (“Ananda”), in the amount of $4,183. This equity in income of unconsolidated affiliate represents a $14,343 decrease from the equity in income of unconsolidated affiliate in the amount of $10,160 during the third quarter of 2012. This decrease resulted from the loss of Ananda’s primary tenant during the early part of the third quarter of 2013. During the third quarter of 2013, the Company had interest expense in the amount of $6,754. Most of this interest was due to Richard J. Church, our sole director and officer, for working capital loans and the loan to purchase the ownership interest in Ananda. The Company had interest expense in the amount of $5,114 during the third quarter of 2012. The additional interest expense during the third quarter of 2013 relates to increases in loans made separately by Mr. Church and Akashic to fund the Company’s operating expenses.

Net loss. In view of the increase in revenues and decrease in expenses (offset to some extent by the equity in loss of unconsolidated affiliate and higher interest expense), the Company had a net loss in the amount of $11,577 during the third quarter of 2013, or a per-share loss of $0.01, compared to net loss in the amount of $17,554 during the third quarter of 2012, or a per-share loss of $0.01.

Nine months Ended September 30, 2013 Compared to Nine months Ended September 30, 2012

Revenues. During the first nine months of 2013, the Company had revenues in the amount of $9,773 from fee income resulting from consulting services that the Company began to provide during the third quarter of 2013. The Company had no revenues during the first nine months of 2012.

Expenses. During the first nine months of 2013, the Company had expenses in the amount of $59,983, nearly all from professional fees. These expenses represent a decrease of $7,693 from expenses in the amount of $67,676 from professional fees during the first nine months of 2012, as the Company had only routine accounting and legal work during the first nine months of 2013 and none relating to the Registration Statement by which the Company became a publicly held corporation, as the Company had during the first nine months of 2012.

Net Loss from Operations. As a result of the increase in revenues and decrease in expenses during the first nine months of 2013, the Company’s net loss from operations decreased to $50,210 during the first nine months of 2013 compared to $67,676 during the third quarter of 2012.

Other Income (Expense). During the first nine months of 2013, the Company had equity in loss of unconsolidated affiliate in the amount of $185. This equity in income of unconsolidated affiliate represents a decrease of $10,581 from equity in income of unconsolidated affiliate in the amount of $10,396 during the first nine months of 2012. This decrease resulted from the loss of Ananda’s primary tenant during the early part of the third quarter of 2013. During the first nine months of 2013, the Company had interest expense in the amount of $19,126. Most of this interest was due to Richard J. Church, our sole director and officer, for working capital loans and the loan to purchase the ownership interest in Ananda. The Company had interest expense in the amount of $14,141 during the first nine months of 2012. The additional interest expense during the first nine months of 2013 relates to increases in loans made separately by Mr. Church and Akashic to fund the Company’s operating expenses.

Net loss. In view of the revenues from fee income and lower expenses (offset to a large extent by loss in income of unconsolidated affiliate), the Company had a net loss in the amount of $69,521 during the first nine months of 2013, or a per-share loss of $0.04, compared to net loss in the amount of $71,421 during the first nine months of 2012, or a per-share loss of $0.04.

Results of Operations – Ananda Investments, LLC

Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

Revenues. During the third quarter of 2013, Ananda had revenues in the amount of $6,653. These revenues represent a decrease of $36,714 from revenues in the amount of $43,367 during the third quarter of 2012. This decrease resulted from the loss of Ananda’s primary tenant during the early part of the third quarter of 2013 and a payment of back rent of $23,210 during the third quarter of 2012.

Expenses. During the third quarter of 2013, Ananda had expenses in the amount of $11,458, which is comparable to expenses in the amount of $11,272 during the third quarter of 2012.

Net Loss from Operations. In view of the decrease in revenues, Ananda had net loss from operations in the amount of $4,805 during the third quarter of 2013 compared to net income from operations in the amount of $32,095 during the third quarter of 2012.

Other Income (Expense). During the third quarter of 2013, Ananda had interest expense in the amount of $5,691, which represents a small decrease from interest expense in the amount of $6,694 during the third quarter of 2012. This decrease resulted from a more favorable interest rate from a refinancing of Ananda’s property. During the third quarter of 2013, Ananda had interest income in the amount of $38, while it had no interest income during the third quarter of 2012.

Net Income. In view of the significant decrease in revenues, Ananda had a net loss in the amount of $10,458 during the third quarter of 2013 compared to net income in the amount of $25,401 during the third quarter of 2012.

Nine months Ended September 30, 2013 Compared to Nine months Ended September 30, 2012

Revenues. During the first nine months of 2013, Ananda had revenues in the amount of $56,135. These revenues represent a decrease of $24,246 from revenues in the amount of $80,381 during the first nine months of 2012. This decrease resulted from the loss of Ananda’s primary tenant during the early part of the third quarter of 2013 and a payment of back rent of $23,210 during the third quarter of 2012.

Expenses. During the first nine months of 2013, Ananda had expenses in the amount of $38,090, which represents a small increase from expenses in the amount of $34,235 during the first nine months of 2012. Generally, the Company experienced slight increases in all of its expense categories during the first nine months of 2013 compared to the same period in 2012.

Net Income from Operations. In view of the significant decrease in revenues, Ananda had net income from operations in the amount of $18,045 during the first nine months of 2013 compared to net income from operations in the amount of $46,146 during the first nine months of 2012.

Other Income (Expense). During the first nine months of 2013, Ananda had interest expense in the amount of $18,616, which represents a small decrease from interest expense in the amount of $20,155 during the first nine months of 2012. This decrease resulted from a more favorable interest rate from a refinancing of Ananda’s property. During the first nine months of 2013, Ananda had interest income in the amount of $108, while it had no interest income during the first nine months of 2012.

Net Income. In view of the significant decrease in revenues, Ananda had a net loss in the amount of $463 during the first nine months of 2013 compared to net income in the amount of $25,991 during the first nine months of 2012.

Liquidity and Capital Requirements

The Company began its pursuit of real estate acquisitions in 2010. Currently, the Company has only one real estate interest. The Company cannot assure anyone that it will be able to acquire any additional real estate properties due to the Company’s limited financial resources at the present. The Company expects to finance any future acquisition with a combination of a cash down payment (probably 10% to 25% or more of the purchase price) and seller or third party financing (for the remaining approximately 75% to 90% of the purchase price), although the Company may in limited circumstances be able to satisfy a portion of the purchase price for a property with the Company’s equity securities. The Company will need to procure cash to fund future down payments from a future private equity offering. Moreover, the Company expects that its largest shareholder may be required to guarantee personally the Company’s seller or third party financing.

The Company is currently trying to determine the scope of the acquisitions that it wishes to pursue. The amount of capital that the Company will need will depend on the scope of the acquisitions that the Company ultimately decides to pursue, which is uncertain at this time. However, for the Company to acquire any additional real estate properties, the Company would be required to undertake certain financing activities. The sources for financing would most likely be private equity sources, such as institutional investors or wealthy individuals. The Company currently does not have any binding commitments for, or readily available sources of, additional financing. The Company cannot assure anyone that additional financing will be available to it when needed or, if available, that such financing can be obtained on commercially reasonably terms. If the Company does not obtain additional financing, it will not be able to acquire any additional real estate properties, and perhaps will not even be able to stay in business for that matter. If the Company does not obtain necessary additional financing, it may be constrained to attempt to sell the sole interest that it has heretofore acquired or additional interests that it may hereafter acquire. However, the Company cannot assure anyone that it will be able to find interested buyers or that the funds received from any such sale would be adequate to fund the Company’s activities. Under certain circumstances, the Company could be forced to cease its operations and liquidate its remaining assets, if any. The Company cannot assure anyone that it will be successful in obtaining necessary capital and in its acquisition activities, although the Company believes that the procurement of additional financing and the completion of additional acquisitions will be easier in view of its fairly new status as a public SEC reporting company.

The Company has incurred losses since inception. These losses have been financed by payments of expenses by Richard J. Church, the controlling stockholder of the Company. Mr. Church has indicated that he intends to continue to pay any expenses that the Company experiences in excess of revenues for the next 12 months, but he is under no legal obligation to do so. Accordingly, he could stop paying such expenses at any time, and the Company would be constrained to find alternative sources of payment. The Company has no assurance that it will be able to find such alternative sources. Moreover, if Mr. Church decides to stop financing the Company’s expenses, he may also decide to sell all or some portion of his stock in the Company to one or more persons who may elect to discontinue the Company’s historical business and change the Company’s business focus.

Known Trends

Because of the uncertainty in domestic real estate markets across the board, discerning definite trends is difficult, if not impossible. However, property values in Houston have been appreciating due to the moderate increase in the oil industry and the national economy overall, and the expectation is that property taxes will eventually rise in targeted markets in response, but the continuation of this as a trend is uncertain. Rents have remained fairly steady in targeted markets, with slight improvement in occupancy rates but they could begin to decline if the current regional and domestic economy softens. Management believes that most industry participants have now assumed a more aggressive approach in the Houston market, and the Company is evaluating opportunities on a property-by-property basis without relying upon any perceived trends. The positive factor in today’s market is the historical lower interest rates, that may be fixed for a number of years and that significantly reduce the expense of any financing, although acquisition/refinancing loans are more difficult to obtain in today’s market and require a greater downpayment versus appraised value.

Seasonal Effects and Effects of Inflation

Management believes that the real estate interest that it currently owns is not, and the ones that it will seek to acquire in the future will not be, subject to seasonal variations. Management further believes that inflation will not affect the Company’s current asset for the foreseeable future since the financing relating to the Company’s sole property interest is fixed through June 2028, although inflation may have greater effects in future years with increased interest rates, and in ways that cannot now be determined.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the period covered by this quarterly report. Based on that evaluation, the principal executive officer and principal financial officer have identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the principal executive officer and principal financial officer believe the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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, within our company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial Reporting

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the period of this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits.

(a) The following exhibits are filed with this Quarterly Report or are incorporated herein by reference:

Exhibit

Number Description

31.01	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.02	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Labels Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REO PLUS, INC.
	(Registrant)


	By:	/s/ Richard J. Church
		Richard J. Church,
		President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

November 14, 2013