United States securities and exchange commission logo
May 22, 2020
Nick Bhargava
Acting Chief Financial Officer
GROUNDFLOOR FINANCE INC.
600 Peachtree Street, Suite 810
Atlanta, GA 30308
Re: GROUNDFLOOR FINANCE
INC.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed May 13, 2020
File No. 024-11188
Dear Mr. Bhargava:
We have reviewed your amended offering statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to the comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
30, 2020 letter.
Amendment No. 1 to Form 1-A Filed May 13, 2020
Experts, page 48
1. Please tell us if you
have relied upon Hughes Pittman & Gupton, LLP, the independent
auditor for your
financial statements as of and for the year ended December 31, 2018, as
experts. Additionally,
have your auditors amend their consents to acknowledge the
reference to them under
the caption "Experts," if applicable. Reference is made to Item 17
paragraph 11 of the
instruction to Form 1-A.
You may contact Isaac Esquivel at 202-551-3395 or Robert Telewicz
at 202-551-3438 if
you have questions regarding comments on the financial statements and
related matters. Please
Nick Bhargava
GROUNDFLOOR FINANCE INC.
May 22, 2020
Page 2
contact Ruairi Regan at 202-551-3269 or Jim Lopez at 202-551-3536 with any
other questions.
Sincerely,
FirstName LastNameNick Bhargava
Division of
Corporation Finance
Comapany NameGROUNDFLOOR FINANCE INC.
Office of Real Estate
& Construction
May 22, 2020 Page 2
cc: Brian Korn, Esq.
FirstName LastName