SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Randall Kelly (Last) (First) (Middle) 2089 FORT UNION BLVD (Street) SALT LAKE CITY UT 84121 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RealSource Residential, Inc [ RSRT:OTCQB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) COO and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant(1)	$2	12/09/2013		P		30,000		12/09/2013	12/09/2018	Common Stock	30,000	(1)	30,000	D
Convertible Promissory Note(1)	$0.5	12/09/2013		P		60,000		12/09/2013	12/09/2015	Common Stock	60,000	(1)	60,000	D
Common Stock Purchase Warrant(1)	$2	12/09/2013		P		15,000		12/09/2013	12/09/2018	Common Stock	15,000	(1)	15,000(2)	I	See(2)(3)
Convertible Promissory Note(1)	$0.5	12/09/2013		P		30,000		12/09/2013	12/09/2015	Common Stock	30,000	(1)	30,000(2)	I	See(2)(3)

Explanation of Responses:

1. Reported securities were offered as part of a private placement offering in units consisting of: (i) a $10,000 face value 12% Series A Senior Unsecured Convertible Promissory Note (collectively, the "Notes"), and (ii) one detachable Common Stock Purchase Warrant (collectively, the "Warrants"), each to purchase 10,000 shares (the "Warrant Shares") of common stock, $0.001 par value ("Common Stock"). The Notes accrue interest at 12% per year and have a maturity date of December 9, 2015. The Notes are convertible into shares of Common Stock at $0.50 per share and will automatically convert into shares of Common Stock at the then applicable conversion price in the event that the 90-day trading volume weighted average price per share of the Common Stock exceeds $1.50 per share at any time during the term of the Notes.

2. The Reporting Person owns 25% of the capital stock of JKKMN Investments, Inc. and therefore has the pecuniary interests over the shares of common stock underlying 15,000 Warrants and 30,000 Promissory Notes. Reporting Person is the Chief Operating Officer of JKKMN Investments, Inc.

3. Reporting Person disclaims beneficial ownership of the reported securities owned by RealSource Acquisition Group, LLC and JKKMN Investments, Inc. except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ V. Kelly Randall	12/17/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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