UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2005 ---------------- ENCLAVES GROUP, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-29689 20-1951556 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2550 East Trinity Mills Road, Suite 122, Carrollton, Texas 75006 -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (972) 416-9304 -------------- N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. FLORIDA FINANCING. On December 9, 2005, our Florida subsidiary, Enclaves of Eagle Nest LLC, a Florida limited liability company ("Eagle Nest LLC"), executed and delivered a promissory note for $1,250,000 in favor of K&B Equity Group, Inc. d/b/a Magellan Mortgage Group ("Magellan Mortgage") (the "Eagle Nest Promissory Note"), attached hereto as Exhibit 10.1, to evidence a loan to Eagle Nest LLC by Magellan Mortgage in the amount of $1,250,000 (the "Eagle Nest Loan"). The terms of the Eagle Nest Loan are evidenced in the Eagle Nest Promissory Note. The Eagle Nest Loan bears interest at the per annum rate of ten and one-half percent (10.5%), payable in monthly interest-only installments of $10,937.50, and matures with a balloon payment on December 9, 2006. The Eagle Nest Promissory Note is secured by a first mortgage lien granted pursuant to the Mortgage and Security Agreement dated December 9, 2005 by Eagle Nest LLC in favor of Magellan Mortgage, attached hereto as Exhibit 10.2, against the real property owned by Eagle Nest LLC in the City of North Fort Myers, Lee County, Florida. SOUTH CAROLINA FINANCING. In connection with the acquisition described in Item 2.01 hereof, on December 9, 2005, our South Carolina subsidiary, Enclaves of Grand Oaks LLC, a South Carolina limited liability company ("Grand Oaks LLC"), executed and delivered a promissory note in the amount of $4,615,000 in favor of Sovereign Bank (the "Grand Oaks Promissory Note"), attached hereto as Exhibit 10.3. The Grand Oaks Promissory Note evidences an acquisition loan in the amount of $4,615,000 to Grand Oaks LLC (the "Grand Oaks Loan") made pursuant to a loan agreement dated December 9, 2005 by and between Grand Oaks LLC and Sovereign Bank (the "Grand Oaks Loan Agreement"), attached hereto as Exhibit 10.4. The Grand Oaks Loan bears interest at the per annum rate of the LIBOR Rate plus two hundred twenty-five (225) basis points for interest periods of thirty (30) days, payable in monthly interest-only installments, and matures with a balloon payment on December 31, 2006, unless extended an additional twelve (12) months at the option of Grand Oaks LLC by payment of a 1/2% option fee to Sovereign Bank at the time of extension. The "LIBOR Rate" is determined under the Loan by reference to the composite London Interbank Offered Rate which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking Days preceding the first interest period. The Grand Oaks Loan is secured by a first mortgage lien granted pursuant to the Mortgage, Security Agreement and Financing Statement dated December 9, 2005, by Grand Oaks LLC in favor of Sovereign Bank (the "Grand Oaks Mortgage"), attached hereto as Exhibit 10.5. Pursuant to the Grand Oaks Mortgage, Grand Oaks LLC grants Sovereign Bank a security interest against the real property comprised of parcels of land containing approximately two hundred seventy seven and 27/1000 (277.27) acres acquired by Grand Oaks LLC in Lexington County, South Carolina (the "Grand Oaks Property"). ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. See "Item 1.01. Entry into a Material Definitive Agreement - South Carolina Financing" discussing the $4,615,000 Grand Oaks Loan, pursuant to which Grand Oaks LLC obtained acquisition loan proceeds to acquire the Grand Oaks Property, for a purchase price of seven million one hundred thousand dollars ($7,100,000). The Grand Oaks Property is the real property subject of the Purchase and Sale Agreement effective as of October 24, 2005 by and between Grand Oaks Development LLC, a South Carolina limited liability company, as Seller, and Grand Oaks LLC, as Purchaser, set forth in our 8-K Current Report dated October 26, 2005. The Grand Oaks Property includes approximately one thousand one hundred (1,100) building lots, some portion of which we would use for an Enclaves home division development for our LEASE AND OWN SM Program. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. See Item 1.01 - Entry into a Material Definitive Agreement discussing the Eagle Nest Loan and the Grand Oaks Loan. ITEM 8.01 OTHER EVENTS. Sovereign Bank required, as further security for and a condition of making the Grand Oaks Loan, that we obtain and furnish an unconditional guaranty of the Grand Oaks Loan from Homes for America Holdings, Inc., a Nevada corporation ("HFAH") and the majority holder of our outstanding capital stock. HFAH entered into a guaranty agreement with Sovereign Bank and we paid HFAH the sum of $69,225, being 1-1/2% of the guaranteed amount, as a guaranty fee for that credit enhancement of the Grand Oaks Loan. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT 10.1 Promissory Note dated December 9, 2005, by Enclaves of Eagle Nest LLC in the amount of $1,250,000 to K&B Equity Group, Inc. d/b/a Magellan Mortgage Group. 10.2 Mortgage and Security Agreement dated December 9, 2005, by Enclaves of Eagle Nest LLC in favor of K&B Equity Group, Inc. d/b/a Magellan Mortgage Group. 10.3 Promissory Note dated December 9, 2005, by Enclaves of Grand Oaks LLC in the amount of $4,615,000 to Sovereign Bank. 10.4 Loan Agreement dated December 9, 2005, by and between Enclaves of Grand Oaks LLC and Sovereign Bank. 10.5 Mortgage, Security Agreement and Financing Statement dated December 9, 2005, by Enclaves of Grand Oaks LLC in favor of Sovereign Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENCLAVES GROUP, INC. Dated: December 15, 2005 By: /s/ Daniel G. Hayes ---------------------------------------- Name: Daniel G. Hayes Title: President and Chief Executive Officer

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2006

ENCLAVES GROUP, INC.
(Exact name of registrant as specified in its charter)


Delaware	000-29689	20-1951556
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2550 East Trinity Mills Road, Suite 122, Carrollton, Texas		75006
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (972) 416-9304

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On December 31, 2005, our Texas subsidiary, Enclaves of Spring Magnolia II LLC, a Texas limited liability company (“Spring Magnolia II”), executed and delivered an Extension of Note and Lien (“Note Extension”), attached hereto as Exhibit 10.1, to Orinda Capital Partners, L.P., a Texas limited partnership (“Orinda”) which was the seller to Spring Magnolia II of the real property located in Fort Worth, Tarrant County, Texas (“Phase II Fort Worth”), which Spring Magnolia II plans to develop as Phase II of our Fort Worth “Enclaves” project. In connection with the acquisition of Phase II Fort Worth, Spring Magnolia II executed and delivered to Orinda a note for seller financing of the acquisition in the original amount of Seven Hundred Eighty Eight Thousand Seven Hundred Fifty Dollars ($788,750), with the note obligation due and payable in full on December 31, 2005. By agreement with Orinda, which accepted and executed the Note Extension on January 5, 2006, Spring Magnolia II paid an extension payment in the amount of One Hundred Fifty Four Thousand One Hundred Thirty Four Dollars and twenty five cents ($154,134.25), of which sum One Hundred Thousand Dollars ($100,000) represented a principal payment and the balance accrued interest through December 31, 2005. In consideration of the extension payment and delivery of the Note Extension, the maturity date for the balance was extended to March 1, 2006. Enclaves Group, Inc. signed the Note Extension to confirm and correct the mortgage lien on Phase II Fort Worth, which had not been set forth correctly in the original mortgage document recorded.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCLAVES GROUP, INC.



Dated: January 11, 2006	By:	/s/ Daniel G. Hayes
		Name: Daniel G. Hayes
		Title: President and Chief Executive Officer

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

Extension of Note and Lien dated December 31, 2005, made effective January 5, 2006, by and between Enclaves of Spring Magnolia II LLC, Enclaves Group, Inc., and Orinda Capital Partners, L.P.

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