PART II
OFFERING CIRCULAR
Groundfloor Finance Inc.
Twelve Series of Limited Recourse Obligations
Totaling $1,171,700
Dated: February 1, 2018
This Post-Qualification Offering Circular Amendment No. 2 (this “PQA”) amends the offering circular of Groundfloor Finance Inc, dated December 29, 2017, as qualified on January 4, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. This PQA relates to the offer and sale of up to an additional $1,171,700 in aggregate amount of Limited Recourse Obligations (the “LROs”) to be issued by Groundfloor Finance Inc. (the “Company,” “we,” “us,” or “our”). Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.
We make LROs available for investment on our web-based investment platform www.groundfloor.com (the “Groundfloor Platform”). Our principal offices are located at 75 Fifth Street, NW, Suite 2170, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225. Our mailing address is PO Box 79346, Atlanta, GA 30357.
We will issue the LROs in distinct series, each corresponding to a real estate development project (each, a “Project”) financed by a commercial loan from us (each, a “Loan”). The borrower for each Project is a legal entity (the “Borrower”) that owns the underlying property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Borrower. This PQA relates to the offer and sale of each separate series of LROs corresponding to the Projects for which we extend Loans, as described below (the “Offering”).
The LROs will be unsecured special, limited obligations of the Company. The LROs are not listed on any national securities exchange or on the over-the-counter inter-dealer quotation system. There is no market for the LROs. Our obligation to make payments on a LRO is limited to an amount equal to each holder’s pro rata share of amount of payments, if any, actually received on the corresponding Loan, net of certain fees and expenses retained by us. See the sections titled “General Terms of the LROs,” “The LROs Covered by this Offering Circular,” and “Project Summaries” of the Offering Circular, as amended hereby, for the specific terms of the LROs covered by this PQA.
We do not guarantee payment of the LROs in the amount or on the time frame expected. The LROs are not obligations of the Borrowers or their Principals, and we do not guarantee payment on the corresponding Loans. We have the authority to modify the terms of the corresponding Loans which could, in certain circumstances, reduce (or eliminate) the expected return on your investment. See the “General Terms of the LROs—Administration, Service, Collection, and Enforcement of Loan Documents” section on page 106 of the Offering Circular.
The LROs are speculative securities. Investment in the LROs involves significant risk, and you may be required to hold your investment for an indefinite period of time. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 12 of the Offering Circular.
Generally, no sale may be made to you in this offering to the extent that the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
We will commence the offering of each series of LROs promptly after the date this PQA is qualified by posting on the Groundfloor Platform a separate landing page corresponding to each particular Loan and Project (each, a “Project Summary”). The offering of each series of LROs covered by this PQA will remain open until the earlier of (1) 30 days, unless extended, or (2) the date the offering of a particular series of LROs is fully subscribed with irrevocable funding commitments (the “Offering Period”); however, we may extend the Offering Period for a particular series of LROs in our sole discretion (with notice to potential investors) up to a maximum of 45 days. We will notify investors who have previously committed funds to purchase such series of LROs of any such extension by email and will post a notice of the extension on the corresponding Project Summary on the Groundfloor Platform.
This Offering is being conducted on a “best-efforts” basis, which means that our officers will use their commercially reasonable best efforts in an attempt to sell the LROs. Such officers will not receive any commission or any other remuneration for these sales. In offering the LROs on our behalf, the officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
| Offering price to the public | Underwriting discounts and commissions | Proceeds to issuer(1)(2) | Proceeds to other persons | |||||||||||||
| Per Unit | $ | 10.00 | N/A | $ | 10.00 | N/A | ||||||||||
| Total Minimum | $ | 76,130 | N/A | $ | 76,130 | N/A | ||||||||||
| Total Maximum | $ | 1,171,700 | N/A | $ | 1,171,700 | N/A | ||||||||||
(1) We estimate all expenses for this Offering to be approximately $4,500, which will not be financed with the proceeds of the Offering.
(2) Assumes no promotions or discounts applied to any offerings covered by this PQA.
Incorporation by Reference of Offering Circular
The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10753) that we filed with the Securities and Exchange Commission. We hereby incorporate by reference into this PQA all of the information contained in the following:
| 1. | Part II of the Offering Circular, including the form of LRO Agreement beginning on page LRO-1 thereof to the extent not otherwise modified or replaced by offering circular supplement and/or post-qualification amendment. |
Note that any statement that we make in this PQA (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.
The LROs Covered by the Offering Circular and Use of Proceeds
The following disclosure is added on pages 109 and 110 of the Offering Circular under the table included under “The LROs Covered by this Offering Circular” and “Use of Proceeds,” respectively:
The table below lists the additional Projects covered by this PQA for which we are offering 12 separate series of LROs. Each series of LROs is denominated by the corresponding Project’s name.
| Series of LROs/Project | Aggregate Purchase Amount/Loan Principal | |||
| 14826 Whipple Street, Posen, IL 60469 | $ | 76,130 | ||
| 105 Lanier Drive, Jacksonville, NC 28546 | 78,700 | |||
| 516 Concord Lane, Smyrna, GA 30082 | 80,630 | |||
| 2684 1st Place Northwest, Center Point, AL 35215 | 86,340 | |||
| 1104 West Lombard Street, Baltimore, MD 21223 | 90,090 | |||
| 115 Parnell Road, Hubert, NC 28539 | 90,100 | |||
| 1513 Princeton Drive, Brunswick, OH 44212 | 90,510 | |||
| 951 Chancellor Avenue, Irvington, NJ 07111 | 94,980 | |||
| 2206 Aldridge Avenue, Fort Myers, FL 33907 | 105,550 | |||
| 14845 Clark Street, Dolton, IL 60419 | 108,700 | |||
| 2611 South Sarnoff Drive, Tucson, AZ 85730 | 110,040 | |||
| 435 Town Farm Road, Warren, MA 01092 | 159,930 | |||
| Total | $ | 1,171,700 | ||
Project Summaries
Each Project Summary attached below is included in the Offering Circular following page PS-27.
PROJECT SUMMARIES FOR PQA NO. 2
PROJECT SUMMARY | 14826 WHIPPLE STREET, POSEN, IL 60469 C BORROWER Alcasid Myers Group LLC Walter Myers - principal Rate Projected Term Loan to ARV Loan Amount Investors 11% 12 months 61.4% $76,130 0 Purpose Loan Position Total Loan Amount Repayment Terms Renovation First Lien $76,130 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $124,000 $12,493 Total Project Costs $111,507 GROUNDFLOOR $76,130 $35,377 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $43,000 Purchase Date 12/01/2017 Loan To ARV 61.4% Loan To Total Project Cost 68.3% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 5 10 Location 4 8 Borrower Experience 2 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $124,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 14826 WHIPPLE STREET, POSEN, IL 60469 The Borrower intends to use the loan proceeds to complete a renovation to the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to begin renovation of this property on January 22, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower has now begun renovation of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The property was purchased for $43,000 and the Borrower has since completed $18,000 worth of renovations out of the Borrower’s own funds. The Borrower intends to use $25,623 of the proceeds from our loan to offset the entire purchase price of the property and the cost of renovations to date. Therefore, the Borrower is only receiving a “Skin-in-the-Game” score for the remaining $35,377 that is tied up in the project after completion of our loan. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY ALCASID MYERS GROUP LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 12/22/2015 Value of Properties $43K Total Debt $0 Completed Projects 4 Revenue $207.2K Unsold Inventory 0 Aged Inventory 0 Gross Margin % 32.92% PRINCIPAL Walter Myers GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 4 Average Project Revenue $72K On Time Repayment N/A Average Project Time 6 months Average Total Project Costs $46.3K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-28 |
PROJECT SUMMARY | 105 LANIER DRIVE, JACKSONVILLE, NC 28546 B BORROWER Blue Skye Properties LLC Eileen O’Neil - principal Rate Projected Term Loan to ARV Loan Amount Investors 9% 12 months 63.0% $78,700 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $78,700 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $125,000 $34,300 Total Project Costs $90,700 GROUNDFLOOR $78,700 $12,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $54,000 Purchase Date 01/16/2018 Loan To ARV 63.0% Loan To Total Project Cost 86.8% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $125,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 105 LANIER DRIVE, JACKSONVILLE, NC 28546 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 16, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 (as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY BLUE SKYE PROPERTIES, LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 02/11/2014 Value of Properties $122K Total Debt $62.7K Completed Projects 5 Revenue $472.9K Unsold Inventory 0 Aged Inventory 0 Gross Margin % 33.52% PRINCIPAL Eileen O’Neil GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 8 Loans Repaid 7 Completed Projects Per Year 2 Average Project Revenue $143K On Time Repayment 100% Average Project Time 5 months Average Total Project Costs $97K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-29 |
PROJECT SUMMARY
| 516 CONCORD LANE, SMYRNA, GA 30082 A BORROWER Kismet Holdings, Inc. Stephen Mortimer - principal Rate Projected Term Loan to
ARV Loan Amount Investors 7.5% 12 months 26.9% $80,630 0 Purpose Loan Position Total Loan Amount Repayment Terms Renovation First
Lien $80,630 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the
LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $300,000 $4,370 Total Project Costs $295,630 GROUNDFLOOR $80,630 $215,000
0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $215,000 Purchase Date 12/29/2017 Loan To ARV 26.9% Loan To Total Project
Cost 27.3% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance)
Loan To ARV Score 8 10 Quality of Valuation Report 4 4 Skin-in-the-Game 10 10 Location 6 8 Borrower Experience 3 5 Borrower Commitment
1 1 VALUATION REPORTS As Complete (ARV) $300,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal
Borrower Provided Comps PROPERTY DESCRIPTION Address: 516 CONCORD LANE, SMYRNA, GA 30082 The Borrower intends to use the loan
proceeds to complete a renovation to the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor
loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower
was advanced the money it needed to begin renovation of this property on January 24, 2018 by Groundfloor Finance Inc. (“Groundfloor,”
“we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower has now begun
renovation of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan
as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays
and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied.
The Borrower has only undertaken one project in the past, and has not sold it yet. As such, the Borrower’s average revenue,
costs, and margins cannot be calculated. Please consult the Offering Circular for further discussion of general risk factors.
CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES
GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does
not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount
of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR
will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular.
SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December
29, 2017 (as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access
and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION
BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWER'S REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE.
BORROWER SUMMARY KISMET HOLDINGS, INC. FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE
OF FORMATION ⋆ 03/28/2016 Value of Properties $215K Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged
Inventory 0 Gross Margin % N/A PRINCIPAL Stephen Mortimer GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three
years ending 2017 FOCUS Fix & Flip Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 3 Average Project Revenue $471.7K
On Time Repayment N/A Average Project Time 4 months Average Total Project Costs $323.3K THE COMPANY PLAYED NO ROLE IN THE PREPARATION
OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS
HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-30 |
PROJECT SUMMARY | 2684 1ST PLACE NORTHWEST, CENTER POINT, AL 35215 C BORROWER Revel, Inc. Milton Eason - principal Rate Projected Term Loan to ARV Loan Amount Investors 11% 12 months 70.5% $86,340 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $86,340 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $122,500 $21,160 Total Project Costs $101,340 GROUNDFLOOR $86,340 $15,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $55,650 Purchase Date 01/12/2018 Loan To ARV 70.5% Loan To Total Project Cost 85.2% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $122,500 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 2684 1ST PLACE NORTHWEST, CENTER POINT, AL 35215 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 12, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY REVEL, INC. FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 10/04/2010 Value of Properties $0 Total Debt $0 Completed Projects 13 Revenue $1.8M Unsold Inventory 0 Aged Inventory 0 Gross Margin % 28.26% PRINCIPAL Milton Eason GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 1 Loans Repaid 1 Completed Projects Per Year 10 Average Project Revenue $120K On Time Repayment 100% Average Project Time 2 months Average Total Project Costs $80K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-31 |
PROJECT SUMMARY | 1104 WEST LOMBARD STREET, BALTIMORE, MD 21223 D BORROWER Compas Real Estate LLC Manuel Compas - principal Rate Projected Term Loan to ARV Loan Amount Investors 14% 12 months 53.0% $90,090 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $90,090 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $170,000 $57,360 Total Project Costs $112,640 GROUNDFLOOR $90,090 $22,550 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $50,400 Purchase Date 01/31/2018 Loan To ARV 53.0% Loan To Total Project Cost 80.0% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 5 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 3 8 Borrower Experience 1 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $170,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 1104 WEST LOMBARD STREET, BALTIMORE, MD 21223 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower plans to refinance the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 31, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower has not undertaken any projects since its inception. As such, the Borrower does not have any Financial Data or Projects/Revenue to report for the applicable reporting periods. The Principal has not undertaken any project in the past. As such, the Principal’s experience, average revenue, costs, and margins cannot be calculated. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY COMPAS REAL ESTATE LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 01/05/2016 Value of Properties $0 Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL Manuel Compas GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 0 Average Project Revenue $0 On Time Repayment N/A Average Project Time 0 months Average Total Project Costs $0 THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-32 |
PROJECT SUMMARY
| 115 PARNEL ROAD, HUBERT, NC 28539 C BORROWER Honorable Home Solutions, LLC Kevelyn Eberhardt - principal Rate Projected Term
Loan to ARV Loan Amount Investors 11% 12 months 62.1% $90,100 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition
& Renovation First Lien $90,100 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW
Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $145,000 $33,390 Total Project Costs $111,610
GROUNDFLOOR $90,100 $21,510 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $81,101 Purchase Date 01/21/2018 Loan To
ARV 62.1% Loan To Total Project Cost 80.7% GRADE FACTORS The following factors determine in part how the loan was graded: (in
descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 4 8 Borrower
Experience 1 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $145,000 Certified Independent Appraisal Broker's Price
Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 115 PARNEL ROAD, HUBERT, NC 28539 The
Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell
the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT
SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 21, 2018 by Groundfloor
Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary
of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue
to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive,
and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained
on time or may be denied. The Borrower has only undertaken one project in the past, and has not sold it yet. As such, the Borrower’s
average revenue, costs, and margins cannot be calculated. The Principal has only undertaken one project in the past and has not
sold it yet. As such, the Principal’s experience, average revenue, costs, and margins cannot be calculated. Please consult
the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title
search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6%
of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments.
Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range
from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made
to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding
to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time
to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal
Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS
NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY HONARABLE HOME SOLUTIONS,
LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 06/14/2017 Value
of Properties $85K Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL
Kevelyn Eberhardt GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip
Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 0 Average Project Revenue $0 On Time Repayment N/A Average Project Time
0 months Average Total Project Costs $0 THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER
MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS
FOR A FUNDING DECISION.
| PS-33 |
PROJECT SUMMARY | 1513 PRINCETON DRIVE, BRUNSWICK, OH 44212 B BORROWER Lease Purchase Ohio, LLC Doug Sheiton - principal Rate Projected Term Loan to ARV Loan Amount Investors 8.5% 9 months 72.4% $90,510 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $90,510 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $125,000 $16,497 Total Project Costs $108,503 GROUNDFLOOR $90,510 $17,993 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $74,000 Purchase Date 01/17/2018 Loan To ARV 72.4% Loan To Total Project Cost 83.4% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 6 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $125,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 1513 PRINCETON DRIVE, BRUNSWICK, OH 44212 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 17, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY LEASE PURCHASE OHIO, LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 04/24/2014 Value of Properties $290K Total Debt $0 Completed Projects 38 Revenue $4.9M Unsold Inventory 0 Aged Inventory 0 Gross Margin % 34.85% PRINCIPAL Doug Shelton GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 3 Loans Repaid 2 Completed Projects Per Year 20 Average Project Revenue $130K On Time Repayment 100% Average Project Time 6 months Average Total Project Costs $90K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-34 |
PROJECT SUMMARY
| 951 CHANCELLOR AVENUE, IRVINGTON, NJ 07111 B BORROWER Henry Group LLC Dwayne Henry - principal Rate Projected Term Loan to ARV
Loan Amount Investors 9% 12 months 36.5% $94,980 0 Purpose Loan Position Total Loan Amount Repayment Terms Renovation First Lien
$94,980 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO
Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $260,000 $72,520 Total Project Costs $187,480 GROUNDFLOOR $94,980 $92,500
0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $92,500 Purchase Date 07/21/2017 Loan To ARV 36.5% Loan To Total Project
Cost 50.7% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance)
Loan To ARV Score 7 10 Quality of Valuation Report 4 4 Skin-in-the-Game 10 10 Location 4 8 Borrower Experience 1 5 Borrower Commitment
1 1 VALUATION REPORTS As Complete (ARV) $260,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal
Borrower Provided Comps PROPERTY DESCRIPTION Address: 951 CHANCELLOR AVENUE, IRVINGTON, NJ 07111 The Borrower intends to use the
loan proceeds to complete a renovation to the property. Upon completion, the Borrower plans to refinance the property to repay
the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS
The Borrower was advanced the money it needed to begin renovation of this property on January 18, 2018 by Groundfloor Finance
Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor.
The Borrower has now begun renovation of the property. If this offering is fully subscribed, Groundfloor will continue to administer
and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore
subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time
or may be denied. The Borrower has only undertaken one project in the past, and has not sold it yet. As such, the Borrower’s
average revenue, costs, and margins cannot be calculated. The Principal has not undertaken any project in the past. As such, the
Principal’s experience, average revenue, costs, and margins cannot be calculated. Please consult the Offering Circular for
further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance
at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the
loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the
cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise
limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees
and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant
to the Offering Circular dated December 29, 2017 (as amended and supplemented from time to time), including the documents incorporated
by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS
NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT
INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY HENRY GROUP LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE
Reporting period: 2017 DATE OF FORMATION ⋆ 09/15/2017 Value of Properties $92.5K Total Debt $0 Completed Projects 0 Revenue
$0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL Dwayne Henry GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES
Reporting period: three years ending 2017 FOCUS Buy & Hold Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 0 Average
Project Revenue $0 On Time Repayment N/A Average Project Time 0 months Average Total Project Costs $0 THE COMPANY PLAYED NO ROLE
IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA
CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-35 |
PROJECT SUMMARY | 2206 ALDRIDGE AVENUE, FORT MYERS, FL 33907 C BORROWER H & O Properties LLC Steve Hernandez - principal Rate Projected Term Loan to ARV Loan Amount Investors 11% 12 months 60.3% $105,550 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $105,550 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $175,000 $58,250 Total Project Costs $116,750 GROUNDFLOOR $105,550 $11,200 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $62,000 Purchase Date 01/11/2018 Loan To ARV 60.3% Loan To Total Project Cost 90.4% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 5 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $175,000 Certified Independent Appraisal Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 2206 ALDRIDGE AVENUE, FORT MYERS, FL 33907 The Borrower intends to use the loan proceeds to complete a renovation to the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 11, 2018 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29, 2017 ( as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY H & O PROPERTIES LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 12/15/2017 Value of Properties $0 Total Debt $0 Completed Projects 0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL Steve Hernandez GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 5 Average Project Revenue $181.4K On Time Repayment N/A Average Project Time 7 months Average Total Project Costs $142.7K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-36 |
PROJECT SUMMARY
| 14845 CLARK STREET, DOLTON, IL 60419 D BORROWER Finesse Investment Group Inc. Brian Adkins - principal Rate Projected Term Loan
to ARV Loan Amount Investors 14% 12 months 70.8% $108,700 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition
& Renovation First Lien $108,700 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST
NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $153,500 $28,800 Total Project Costs $124,700
GROUNDFLOOR $108,700 $16,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $54,000 Purchase Date 01/12/2018 Loan
To ARV 70.8% Loan To Total Project Cost 87.2% GRADE FACTORS The following factors determine in part how the loan was graded: (in
descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower
Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $153,500 Certified Independent Appraisal Broker's Price
Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 14845 CLARK STREET, DOLTON, IL 60419
The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to
sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS
PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 12, 2018 by Groundfloor
Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary
of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue
to administer and service the loan the loan as further described in the Offering Circular. The renovation of the property may
be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits
may not be obtained on time or may be denied. The Borrower has only undertaken one project in the past, and has not sold it yet.
As such, the Borrower average revenue, costs, and margins cannot be calculated. Please consult the Offering Circular for further
discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance
at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the
loan for our services. GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the
cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise
limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees
and Expenses' in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant
to the Offering Circular dated December 29, 2017 (as amended and supplemented from time to time), including the documents incorporated
by reference therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS
NOTED WITH A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT
INFORMATION SUPPLIED IS ACCURATE. BORROWER SUMMARY FINESSE INVESTMENT GROUP INC. FINANCIAL DATA Reporting date: 12/31/17 PROJECTS
/ REVENUE Reporting period: 2017 DATE OF FORMATION ⋆ 01/20/2017 Value of Properties $12K Total Debt $78K Completed Projects
0 Revenue $0 Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL Brian Adkins GROUNDFLOOR HISTORY ⋆ HISTORICAL
AVERAGES Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 1 Loans Repaid 0 Completed Projects Per Year
4 Average Project Revenue $135K On Time Repayment N/A Average Project Time 5 months Average Total Project Costs $75K THE COMPANY
PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE
THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-37 |
PROJECT SUMMARY
| 2611 SOUTH SARNOFF DRIVE, TUCSON, AZ 85730 C BORROWER Rebuild Dreams, LLC Julia Gorski - principal Rate Projected Term Loan
to ARV Loan Amount Investors 10.5% 9 months 66.0% $110,040 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition
& Renovation First Lien $110,040 Balloon payment - principal and interest returned on repayment / due at maturity. INVEST
NOW Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $166,615 $24,575 Total Project Costs $142,040
GROUNDFLOOR $110,040 $32,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $116,700 Purchase Date 01/23/2018 Loan
To ARV 66.0% Loan To Total Project Cost 77.5% GRADE FACTORS The following factors determine in part how the loan was graded: (in
descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 4 8 Borrower
Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $166,615 Certified Independent Appraisal Broker's Price
Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 2611 SOUTH SARNOFF DRIVE, TUCSON, AZ
85730 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends
to sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS
PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 23, 2018 by Groundfloor
Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary
of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue
to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive,
and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained
on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS
Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally
charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a 'spread'
on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request.
These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a
penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the Offering Circular. SEC FILING
INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering Circular dated December 29,
2017 (as amended and supplemented from time to time), including the documents incorporated by reference therein. You may access
and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH A ⋆ , INFORMATION
BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE.
BORROWER SUMMARY REBUILD DREAMS, LLC FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting period: 2017 DATE OF
FORMATION ⋆ 06/18/2014 Value of Properties $0 Total Debt $0 Completed Projects 3 Revenue $284.9K Unsold Inventory 0 Aged
Inventory 0 Gross Margin % 33.31% PRINCIPAL Julia Gorski GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES Reporting period: three
years ending 2017 FOCUS Fix & Flip Loans Funded 0 Loans Repaid 0 Completed Projects Per Year 5 Average Project Revenue $156.5K
On Time Repayment N/A Average Project Time 6 months Average Total Project Costs $111.8K THE COMPANY PLAYED NO ROLE IN THE PREPARATION
OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS
HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-38 |
PROJECT SUMMARY
| 435 TOWN FARM ROAD, WARREN, MA 01092 C BORROWER Bentley TK Realty Trust Kenneth LeBlanc - principal Rate Projected Term Loan
to ARV Loan Amount Investors 10.2% 12 months 67.5% $159,930 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition
& Renovation First Lien $159,930 Monthly payment – interest returned monthly, principal due at maturity. INVEST NOW
Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $237,000 $37,070 Total Project Costs $199,930
GROUNDFLOOR $159,930 $40,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $154,875 Purchase Date 01/12/2018 Loan
To ARV 67.5% Loan To Total Project Cost 80.0% GRADE FACTORS The following factors determine in part how the loan was graded: (in
descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 4 8 Borrower
Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $237,000 Certified Independent Appraisal Broker's Price
Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 435 TOWN FARM ROAD, WARREN, MA 01092
The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to
sell the property to repay the Groundfloor loan. INVEST NOW Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS
PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on January 12, 2018 by Groundfloor
Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary
of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue
to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive,
and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained
on time or may be denied. The Borrower has only undertaken one project in the past, and has not sold it yet. As such, the Borrower’s
average revenue, costs, and margins cannot be calculated. Please consult the Offering Circular for further discussion of general
risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close.
DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services.
GROUNDFLOOR does not take a 'spread' on any part of the interest payments. Developers may capitalize the cost of closing into
the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable
law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR 'Fees and Expenses' in the
Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to the Offering
Circular dated December 29, 2017 (as amended and supplemented from time to time), including the documents incorporated by reference
therein. You may access and review these documents on the Internal Filings Directory located on our Platform. UNLESS NOTED WITH
A ⋆ , INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. BORROWERS REPRESENT AND WARRANT THAT INFORMATION
SUPPLIED IS ACCURATE. BORROWER SUMMARY BENTLEY TK REALTY TRUST FINANCIAL DATA Reporting date: 12/31/17 PROJECTS / REVENUE Reporting
period: 2017 DATE OF FORMATION ⋆ 10/12/2016 Value of Properties $90.6K Total Debt $89.5K Completed Projects 0 Revenue $0
Unsold Inventory 0 Aged Inventory 0 Gross Margin % N/A PRINCIPAL Kenneth LeBlanc GROUNDFLOOR HISTORY ⋆ HISTORICAL AVERAGES
Reporting period: three years ending 2017 FOCUS Fix & Flip Loans Funded 1 Loans Repaid 0 Completed Projects Per Year 8 Average
Project Revenue $250K On Time Repayment N/A Average Project Time 8 months Average Total Project Costs $160K THE COMPANY PLAYED
NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE
DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION.
| PS-39 |
PART III — EXHIBITS
Exhibit Index
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on February 1, 2018.
| GROUNDFLOOR FINANCE INC. | ||
| By: | /s/ Nick Bhargava | |
| Name: | Nick Bhargava | |
| Title: | Executive Vice President, Secretary and Acting Chief Financial Officer | |
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * |
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 1, 2018 | ||
| Brian Dally | ||||
| /s/ Nick Bhargava |
Executive Vice President, Secretary, Acting Chief Financial Officer and Director (Principal Financial and Accounting Officer)
|
February 1, 2018 | ||
| Nick Bhargava | ||||
| * | Director | February 1, 2018 | ||
| Sergei Kouzmine | ||||
| * | Director | February 1, 2018 | ||
| Bruce Boehm | ||||
| * | Director | February 1, 2018 | ||
| Michael Olander Jr. | ||||
| * | Director | February 1, 2018 | ||
| Richard Tuley Jr. |
| *By: | /s/ Nick Bhargava | |
| Nick Bhargava | ||
| Attorney-in-fact | ||
