Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ZAIS FINANCIAL CORP.
Jurisdiction of Incorporation/Organization
MA
Year of Incorporation/Organization
2011

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

TWO BRIDGE AVENUE, SUITE 322
RED BANK, NJ 07701
Phone Number: subscription required

Item 3. Related Persons

Name
MICHAEL SZYMANSKI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BRIAN HARGRAVE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PAUL MCDADE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHRISTIAN ZUGEL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DANIEL MUDGE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARRAN OGILVIE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES ZINN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

REITS AND FINANCE

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
08/05/2014

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
SEE ITEM 13 BELOW.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
N/A
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
N/A
(Associated) Broker or Dealer CRD Number
NONE
Address
N/A
N/A, XX 00000
States of Solicitation
  • LA

Item 13. Offering and Sales Amounts

Total Offering Amount
10000000
Total Amount Sold
0
Total Remaining to be Sold
10000000
Clarification of Response
UP TO $10 MILLION IN SHARES OF THE ISSUER'S COMMON STOCK MAY BE ISSUED IN CONNECTION WITH ADDITIONAL CONTINGENT CONSIDERATION PROVISIONS IN A MERGER AGREEMENT ENTERED INTO BY A SUBSIDIARY OF THE ISSUER.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
6

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
ZAIS FINANCIAL CORP.
Issuer Signature
/S/ MICHAEL SZYMANSKI
Signer Name
MICHAEL SZYMANSKI
Signer Title
CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR
Signature Date
08/20/2014

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