1.	We note you have disclosed the market/fair value of the underlying property in various tables and narratively throughout your filing, including, but not limited to pages 5, F-13, F-14 and F-18. In future periodic filings, please footnote these tables or revise your narrative to disclose how Residential determined the market/fair value of these properties.

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2.	We note your disclosure stating that you expect Residential to sell properties that do not meet its investment criteria. In future Exchange Act periodic reports, please include disclosure describing the investment criteria and the factors that affect the decision to keep or sell a property, or explain to us why you do not believe this information is material to investors.

3.	We note your disclosure throughout regarding the importance of Residential’s loan resolution efforts. In future Exchange Act periodic reports, please consider including a discussion of key metrics that measure Residential’s success at loan resolution.

4.

We note your disclosure under “Revenues” regarding the various factors that impact Residential’s revenues, including the timeline to convert acquired loans into REO. We further note your disclosure on page 43 under “Overview” regarding the current status of each of Residential’s REO properties. In future Exchange Act periodic reports, please expand your disclosure to include discussion of the breakdown of the average timeline for loans to be converted to leased properties in the following phases:

•	average number of days to convert acquired loans into REO;

•	average number of days to determine whether each property meets the rental profile;

•	average number of days between commencement of renovation and listing of the property for rent; and

•	average number of days from listing to leasing a property.

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5.

We note your disclosure that the key variables that will affect Residential’s rental revenues over the long term will be average occupancy and rental rates. In future Exchange Act periodic reports, please include disclosure regarding average occupancy and rental rates for Residential’s leased portfolio. Please also consider providing additional information on Residential’s rental properties to the extent material, including average square feet of REO properties, rates of resident retention and/or turnover, qualitative and quantitative information regarding Residential’s current resident characteristics and disclosure regarding the weighted average original lease term and the weighted average remaining length of leases.

6.	We note your tables on pages 47 to 50. In future periodic filings, please expand your explanation of the items in the Consolidating Entries column. Within your response, please provide an example of your proposed revisions.

7.

With respect to Residential’s repurchase agreements, we note your presentation of the balance at end of period, maximum month-end balance outstanding during the period and the weighted average quarterly balance for the three months ended December 31, 2014 and 2013, as well as your explanations for the significant variances among these amounts. In future annual filings, please expand your disclosure to present this information for any quarterly

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8.

We note your disclosure that Residential’s three repurchase agreements provide for the lenders to finance its portfolio at advance rates (or purchase prices) ranging from 40% to 80% of the “asset value” of the mortgage loans and REO properties and that if the carrying value of the collateral declines beyond certain limits, Residential would have to either provide additional collateral or repurchase certain assets under the agreement to maintain the applicable advance rate. In future Exchange Act periodic filings, please disclose who determines the market value used to arrive at “asset value,” the period end weighted average haircut for Residential’s repurchase agreements and discuss any material trends in haircuts or tell us why such disclosure is not material.

9.	In future Exchange Act periodic reports, please disclose additional detail regarding Residential’s securitization transactions. Please address the following:

•	The structure of the transactions, including the entities involved, Residential’s relationship to each entity and the nature of each entity;

•	The characteristics of each series or class of notes issued by the trusts, including any interest rate, payment priority, redemption provisions, and rating, if applicable;

•	The source(s) of cash payments on the notes for interest and principal; and

•	Portfolio data of the non-performing mortgage loans and REO properties securing the repayment and interest on each class of notes consistent with that provided with respect to Residential’s overall portfolio.

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10.	We note that you characterize realized and unrealized gains on mortgage loans and real estate as revenue. Please tell us how you determined these gains meet the definition of revenue pursuant to paragraph 78 of CON 6.

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11.	Notwithstanding the above comment, please tell us what consideration you gave to presenting your Consolidated Statements of Operations in accordance with Article 9 of Regulation S-X. Please refer to SAB Topic 11K.

12.

We note that the fair value of Residential’s Real Estate is determined using BPOs. We note your disclosure on page 59 regarding the nature of the brokers activities used to value the real estate. Please revise your disclosures to (1) Describe the process Residential undertakes to validate the BPOs received; (2) Confirm the BPOs Residential receives provide them with sufficient detail such that they are able to assess whether the pricing methodology complies with ASC 820; and (3) Discuss any adjustments Residential makes to brokers’ valuation of real estate. Please provide us an example of your proposed disclosure.

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13.

For all periods where you have realized gains or losses on real estate, please tell us the gross realized gains and gross realized losses on real estate. Further, please compare the net proceeds for the real estate sold to the value assigned to the real estate based on the BPO. Please provide an explanation for any significant variances between the net proceeds and the fair value assigned. Further, we note you have recorded $7.9 million and $4.1 million of REO impairment for the year ended December 31, 2014 and the three months ended March 31, 2015, respectively. Please clarify for us the change in circumstances that resulted in impairment from the initial fair value assessment. We may have further comment.

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14.	We note your accumulated depreciation is $1,062,000 on the Consolidated Balance Sheets and is $19,367,000 per Schedule III. In future filings, please revise Schedule III for consistency with the Consolidated Balance Sheet, or advise.

1.	the Company is responsible for the adequacy and accuracy of the disclosure in the form 10-K;

2.	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

3.	the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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