--- title: "Manufactured Housing Properties Revises Form D From $100 Billion to $100 Million, Lowers Reported Sales to $2.99 Million" url: https://altstreet.investments/news/manufactured-housing-properties-form-d-amendment-100-billion-typo-correction-2026-10-20 kind: news-article updated: 2026-10-22 description: "Manufactured Housing Properties' Form D/A (Oct. 20, 2026) revises its Series G preferred offering from $100 billion to $100 million, matching its June announcement, and reports $2.99 million sold to 30 investors, down from $12 million to one investor on the August notice." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Manufactured Housing Properties Revises Form D From $100 Billion to $100 Million, Lowers Reported Sales to $2.99 Million The Charlotte manufactured-housing operator's August Form D for its Series G preferred stock stated a $100 billion offering and $12 million sold to one investor. The October 20 amendment states a $100 million offering, matching the June announcement, reports $2,987,000 sold to 30 investors, and names Arete Wealth Management as the broker-dealer receiving sales compensation. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published October 22, 2026. Entity: MANUFACTURED HOUSING PROPERTIES INC. (CIK 1277998, https://altstreet.investments/edgar/1277998). Manufactured Housing Properties Inc. filed a Form D/A on October 20, 2026 that changes the two main numbers on its Series G preferred stock notice. The total offering amount, entered as $100,000,000,000 on the original Form D of August 18, is now $100,000,000, the size the company announced in June. The amount sold, entered as $12,000,000 from one investor in August, is now $2,987,000 from 30 investors, with Arete Wealth Management, LLC named as the broker-dealer receiving sales compensation. The first change is a correction the public record supports: the June 2 announcement put the Series G at $100 million, so the August figure was three orders of magnitude off. The second is a change the filings do not explain. The amendment also fills in the sales-compensation items the original left blank, with estimated sales commissions of $10,500,000, equivalent to 10.5% of the stated maximum offering. ## What the two filings say The original notice (accession 0001277998-26-000003) gave the date of first sale as August 1, 2026, claimed Rule 506(c), set the minimum investment at $25,000, and reported $12,000,000 sold to one investor against a $100,000,000,000 offering, leaving $99,988,000,000 unsold. No sales-compensation recipient was listed and commissions were entered as $0. The amendment (accession 0001277998-26-000004) keeps the same exemption, minimum, first-sale date and seven named officers and directors, and changes the rest: offering amount $100,000,000, sold $2,987,000, 30 investors, $97,013,000 remaining, offered in all states, Arete Wealth Management, LLC (CRD 44856) as recipient of sales compensation, and $10,500,000 of sales commissions, an estimate for the full offering rather than commissions paid to date. Raymond M. Gee signed both as chief executive officer and chairman. Neither filing explains either change. The offering figure's pattern, three zeros too many, is an observation about the numbers. The lower sales figure could be a corrected entry or a subscription that was later unwound; the filings do not say, and the October figure is the one the company now reports. ## The Series G raise and a company that no longer reports On June 2, 2026 the company announced a $100 million Series G Cumulative Redeemable Preferred Stock offering under Rule 506(c) for verified accredited investors, $25,000 minimum, distributed by financial advisors at independent broker-dealers and registered investment advisers with Arete Wealth Management as managing broker-dealer. Proceeds were to fund the acquisition, development and capital improvement of manufactured housing and RV communities and general working capital. The announcement said Series B, C and D preferred shareholders had been redeemed in full and described a portfolio of 57 communities with more than 3,000 home sites in North Carolina, South Carolina, Georgia, Tennessee and Texas. It did not state the dividend rate or the price per share. Manufactured Housing Properties, based in Charlotte and incorporated in Nevada, was a reporting company until 2024. Its last annual report, for fiscal 2022, was filed March 29, 2023; on March 8, 2024 it filed a Form 15 ending its Exchange Act reporting and a Form 1-Z ending its Regulation A reporting. Arete Wealth Management was also the dealer manager on the company's earlier Series C preferred offering, where SEC filings showed a 4.00% selling commission and a 2.75% dealer manager fee. AltStreet located no financial statements on EDGAR for any period after fiscal 2022, so the Form D is the company's only current SEC record of this raise. ## The pattern in AltStreet's data AltStreet's monitoring flagged the amendment as a large offering-amount decrease, the class that catches cuts of this size. Form D offering amounts and sales figures are self-reported and the SEC does not validate them; a filer can enter $100 billion for a $100 million raise and the figure stands until an amendment replaces it. The August notice stood on the public record for nine weeks before this one. ## Why it matters For an investor in the Series G, the useful numbers are the amended ones: $2,987,000 reported sold to 30 investors in the roughly eleven weeks from the first sale on August 1 to the October 20 amendment, against a $100 million ceiling, with estimated commissions of 10.5% of the maximum offering entered on the notice. For anyone diligencing the issuer, the more important fact is that the company has filed no financial statements with the SEC since the fiscal 2022 annual report; the current balance sheet and the preferred terms are not in any document on EDGAR. ## What the filings do not show Neither Form D states why the August figures changed or whether anyone at the company, the broker-dealer or a state regulator raised them. The notice does not give the dividend rate, the price per share, the redemption terms or the dividend coverage of the Series G. The $10,500,000 of commissions is an estimate for the full offering, not commissions paid to date. AltStreet has not reviewed the private placement memorandum and has not asked the company for comment. ## Key facts - Form D/A filed October 20, 2026 by Manufactured Housing Properties Inc. (CIK 1277998, accession 0001277998-26-000004): total offering amount $100,000,000, total sold $2,987,000, 30 investors, minimum investment $25,000, Rule 506(c), equity securities, offered in all states; Arete Wealth Management, LLC (CRD 44856) named as the recipient of sales compensation, with estimated sales commissions of $10,500,000, equivalent to 10.5% of the stated maximum offering. - The original Form D (accession 0001277998-26-000003, filed August 18, 2026, first sale dated August 1, 2026) stated a total offering amount of $100,000,000,000, $12,000,000 sold to one investor, and no sales-compensation recipient. The amendment lowers the stated offering by a factor of 1,000 and the reported sales from $12,000,000 to $2,987,000 while the investor count rises from one to 30. - The $100 million offering matches the Series G Cumulative Redeemable Preferred Stock offering the company announced on June 2, 2026: a Rule 506(c) raise for verified accredited investors with a $25,000 minimum, sold through financial advisors at independent broker-dealers and registered investment advisers with Arete Wealth Management as managing broker-dealer, for the acquisition, development and improvement of manufactured housing and RV communities and working capital. The announcement said Series B, C and D preferred had been redeemed in full. The change in reported sales is not explained by either filing. - The company stopped reporting to the SEC in March 2024: a Form 15 and a Form 1-Z were filed on March 8, 2024, after a last annual report for fiscal 2022 (filed March 29, 2023); no financial statements for any later period were located on EDGAR. Its portfolio as described in the June 2026 announcement: 57 communities and more than 3,000 home sites in North Carolina, South Carolina, Georgia, Tennessee and Texas. Officers and directors named on the Form D: Raymond Gee (CEO and chairman), Richard Gee, John Paul Gee, Evan Hooker, Susan Rosenblatt, Mariana Vega and Adam Martin. ## Sources - Form D/A, Manufactured Housing Properties Inc., filed October 20, 2026 (accession 0001277998-26-000004): https://www.sec.gov/Archives/edgar/data/1277998/000127799826000004/xslFormDX01/primary_doc.xml - Form D, Manufactured Housing Properties Inc., filed August 18, 2026 (accession 0001277998-26-000003): https://www.sec.gov/Archives/edgar/data/1277998/000127799826000003/xslFormDX01/primary_doc.xml - EDGAR filing index, Manufactured Housing Properties Inc. (Form 15 and Form 1-Z filed March 8, 2024; last 10-K filed March 29, 2023): https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001277998&type=&dateb=&owner=include&count=40 - Manufactured Housing Properties Inc. Announces $100 Million Series G Preferred Stock Offering (June 2, 2026): https://www.businesswire.com/news/home/20260602360018/en/Manufactured-Housing-Properties-Inc.-Announces-$100-Million-Series-G-Preferred-Stock-Offering - Form 8-K, Manufactured Housing Properties Inc. (Series C preferred offering, Arete Wealth Management dealer manager terms): https://www.sec.gov/Archives/edgar/data/1277998/000121390022033021/ea161648-8k_manufactured.htm ## SEC accession numbers - 0001277998-26-000004 - 0001277998-26-000003 --- Source page: https://altstreet.investments/news/manufactured-housing-properties-form-d-amendment-100-billion-typo-correction-2026-10-20 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.