PART II AND III

PART II

OFFERING CIRCULAR

Groundfloor Finance Inc.

Fourteen Series of Limited Recourse Obligations

Totaling $2,317,210

Dated: September 9, 2019

This Post-Qualification Offering Circular Amendment No. 59 (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 $2,317,210 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 and mailing address are located at 600 Peachtree Street, Suite 810, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225.

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	$	122,320		N/A	$	122,320		N/A
Total Maximum	$	2,317,210		N/A	$	2,317,210		N/A

⁽¹⁾ We estimate all expenses for this Offering to be approximately $1,000, 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.

2.	Post-Qualification Amendment No. 43 to the Offering Circular.
3.	Post-Qualification Amendment No. 57 to the Offering Circular.

4. Post-Qualification Amendment No. 58 to the Offering Circular.

5. Supplement No. 21 to the Offering Circular.

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. Each series of LROs is denominated by the corresponding Project’s name.

Series of LROs/Project	Aggregate Purchase Amount/Loan Principal
2437 E FM 517, SAN LEON, TX 77539	$	122,320
9200 SOUTH ELLIS AVENUE, CHICAGO, IL 60619		129,850
401 MORNINGSIDE DRIVE, VALCRO, FL 33594		131,130
1619 BAIN STREET, PORTSMOUTH, VA 23704		138,910
THREE PROPERTIES IN BIRMINGHAM, AL 35208		149,630
1527 SOUTH SPAULDING AVENUE, CHICAGO, IL 60623		178,150
5070 TREMONT AVE, EGG HARBOR, NJ 08234		185,400
1795-1797 W GRAND BLVD, DETROIT, MI 48208		220,160
1567 JACQUELINE CRT SW, STONE MTN., GA 30087		231,270
22W471 ARBOR LANE, GLEN ELLYN, IL 60137		269,110
321 KINGS COURT, BOUND BROOK, NJ 08805		271,280
FIVE PROPERTIES IN, BIRMINGHAM, AL 35214		290,000
Total	$	2,317,210

Project Summaries

Each Project Summary attached below is included in the Offering Circular following page PS-583.

PROJECT SUMMARIES FOR PQA NO. 59

Projected Term Rate LoanToARV Loan Amount Investors ------------------------------CONSTRUCTION LLC 08/13/2019 89.7% Purchase Date (!) Project Cost View larger map 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. 2437 Farm to Market Road 517 i s 3ay Fresh Oyster Q 411,.,. Map data ©2019 Terms of UseReport a map error Click here to view the LRO Agreement Address:2437 E FM 517,SAN LEON,TX77539 ,..MSjj Rd£ I /;) Go gle INVEST NOW As Complete (ARV) $180,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!) $180,000 Total Project Costs (!) $135,970 0% ------Skin-in-the­ First Lien Loan Cushion (!) Game (?) Purchase Price (!) $89,500 Loan To ARV (!} 68.0% Loan To Total The following factors determine in part how the loan was graded: (in descending order of importance) LoanToARVScore 010 Quality of Valuation Report 4 Skin-in-the-Game 010 Location8 Borrower Experience 5 Borrower Commitment 0 1 BORROWER PurposeLoan PositionTotal Loan Amount Repayment Terms TEXAS STARLITE Robert Taylor-principal Click here to view the LRO Agreement INVEST NOW Monthly payment-interest returned monthly, principal due at maturity. $122,320 Purchase & Renovation First Lien Rate Projected Term LoanToARV Loan Amount Investors Purpose Repayment Terms Loan Position Total Loan Amount BORROWER Second Chance Progerty GrouQ LLC Lori Smith-principal Click here to view the LRO Agreement (!) Project Cost WI:I t'AKK: Q -· 0 .... (.J Address: 1619 BAIN STREET,PORTSMOUTH,VA23704 PARK VIE VIEW ASt View 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. At 1619 Bain Street Ann St H Oak Grove Cemetery Holladay St (1) North St Virginia ABC London Bl Go gle 1 r. Norcor Map data ©2019 G-oogleTerm.s-o.f Use I Report a map error Click here to view the LRO Agreement INVEST NOW larger map As Complete (ARV) $198,500 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!) $198,500 Total Project Costs (?)$170,010 0% ----Skin-in-the­ First Lien Loan Cushion (!) Game (!) Purchase Price (!) $90,500 Loan ToARV (!) 70.0% Purchase Date 08/15/2019Loan To Total81.0% The following factors determine in part how the loan was graded: (in descending order of importance) Loan ToARVScore (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 INVEST NOW $138,910 Balloon payment - principal and interest returned on repayment I due at maturity. First Lien Purchase & Renovation II PROJECT SPECIFIC RISK FACTORS oThe Borrower was advanced the money it needed to purchase this property on August 15, 2019by Groundfloor Finance Inc. (11Groundfloor;'llwe;' us;'or 110ur") 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. oThe renovation of the property may be extensive,and therefore subject to delays and other unexpected issues. oThe renovation will require permitting,and permits may not be obtained on time or may be denied. oPlease consult the OfferingCircular for further discussion of general risk factors. CLOSING CONDITIONS oLoan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES oGROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. oGROUNDFLOOR does not take a 'spread' on any part of the interest payments. oDevelopers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. oUnless 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 oThe series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No. 59 to the Offering Circular dated December 29,2017 (each, 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.

PS- 583

sssValue of Properties (!') (!') Completed Projects (!') Revenue (!) Total Debt GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reportingperiod:three years ending 2018 Completed Projects Average Project 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. SECOND CHANCE PROPERTY GROUP FINANCIAL DATAPROJECTS/REVENUE LLCReporting date.06/30/19 Reporting period.2018 DATE OF FORMATION * 09/27/2016 Unsold Inventory (!) Aged Inventory (!')Gross Margin% (!) PRINCIPAL LoriSmith FOCUS Fix & Flip Loans Funded (!')Loans Repaid (!) PerYear (!) Revenue (!) On Time Average ProjectAverage Total Repayment (!) Time (!) Project Costs (!) $123.3K 4months N/A $200.1K 2 0 0 Rate Projected Term LoanToARV Loan Amount Investors Purpose Repayment Terms Loan Position Total Loan Amount Project Cost (!) 5221COURT J, BIRMINGHAM,AL 35208 & 253129TH PLACE,BIRMINGHAM,AL 35208 Address: U-Haul Movin1 Storage of Fairgrour ('!) < c::J N i ) 25th Street Ensley )> ::J · ::J 26th St Ensley -' <v<::-e.> •<v<::-r-.> " t-- N 26th St Ensley e;,.S e'-C:}te; '); Regie Report a map error ro .., I' I Click here to view the LRO Agreement ..'., 28th Street Ensley Map data ©2019 'Terms of Use urrmauyn 1 uyuu::1 View larger map ley > 23rd St Ensley 23rd St Ens < )> > -<('!) )('!)The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion,the ? FAIRVIEWBorrower intends to sell the property to repay the Groundfloor loan. ':>..e"\-<1 ::J ':>.e"eero 0 z<oGo •gle;..arof - y,)> ('!) INVEST NOW As Complete (ARV) $215,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!)$215,000 Total Project Costs (!)$170,630 0% ----Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!)$131,000Loan ToARV (!)69.6% Purchase Date 08/16/2019Loan To Total87.2% The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score (!)10 Quality of Valuation Report 4 Skin-in-the-Game (!)10 Location8 Borrower Experience5 Borrower Commitment (!) 1 BORROWER GIZ CONSULTING LLC Giselle Fernandez-principal Click here to view the LRO Agreement INVEST NOW $149,630 Purchase & Renovation Balloon payment-principal and interest returned on repayment I due at maturity. First Lien PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 16,2019 by Groundfloor Finance Inc. ("Groundfloor;'"we;'"us;'or "our") or 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. •This is a collateral loan secured by two properties, 253129th Place, Birmingham,AL 35208 and 5221Court J, Birmingham,AL 35208.The ARV represents the combined value of all properties. •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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each,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.

PS- 584

 Value of Properties (!) (?) Completed Projects (?) (!) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICALAVERAGES Giselle Fernandez Completed Projects Average Project THE COMPANY PLAYED NO ROLE INTHE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BYTHE BORROWER.WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FORA FUNDINGDECISION. GIZ CONSULTING LLCFINANCIAL DATAPROJECTS/REVENUE Reporting date:06/30/19 Reporting period. 2018 DATE OF FORMATION * 08/01/2017 Unsold Inventory ®Aged Inventory Q)Gross Margin% ® PRINCIPAL Reporting penod:three years ending 2018 FOCUS Fix & Flip Loans Funded Q)Loans Repaid ®PerYear®Revenue ® On Time Average ProjectAverage Total Repayment ®Time (!) Project Costs Q) $60K 4months N/A $75K 2 0 0 Project Cost (!) vv uoug1a c1vu .... mary >+ View larger map 3 < II) ; RTH IDA L E J w Click here to view the LRO Agreement Map data ©2019 GoogleTerms of Use Report a map error 81--Douglas Park Mini Gol1Address: 1527 SOUTH SPAULDING AVENUE,CHICAGO,IL 60623 r { cr:1'1527 South The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion,the )> Spaulding Avenue-Borrower intends to refinance the property to repay the Groundfloor loan. I J 16th St Go gle INVEST NOW )' ,-....... +-As Complete (ARV) $305,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Repair Value (ARV) (!) $305,000 Total Project Costs (!) $198,000 0% ----Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!) $83,500LoanToARV (!} 58.4% Loan To Total Purchase Date 08/21/2019 89.6% The following factors determine in part how the loan was graded: (in descending order of importance) LoanToARVScore (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 Rate Projected Term LoanToARVLoan Amount Investors Purpose Loan PositionTotal Loan Amount Repayment Terms BORROWERClick here to view the LRO Agreement J Randall Holdings LLC Jason Battle-principal INVEST NOW $178,150 Purchase & Renovation Balloon payment-principal and interest returned on repayment I due at maturity. First Lien PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on Aug 21,2019 by Groundfloor Finance Inc.("Groundfloor;' "we;'"us;'or ttour"} 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 OfferingCircular 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 OfferingCircular. SEC FILING INFORMATION •The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each,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. 

PS- 585

(!) (!) Completed Projects (!) Revenue (!) Value of Properties Total Debt PRINCIPAL Reportingperiod:three years ending 2018 Completed Projects Average Project THE COMPANY PLAYED NO ROLE IN THE PREPARATIONOF 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. J RANDALL HOLDINGS LLCFINANCIAL DATAPROJECTS/REVENUE Reporting date:06/30/19 Reporting period:2018 DATE OF FORMATION * 06/06/2014 Unsold Inventory (!) Aged Inventory (!) Gross Margin% (!) Jason BattleGROUNDFLOOR HlSTORY * HISTORICAL AVERAGES FOCUS Fix & Flip Loans Funded (!) Loans Repaid (!) PerYear (!) Revenue (!) On Time Average ProjectAverage Total Repayment (!) Time (!) Project Costs (!) 8 months $115K N/A 2 $156K 0 0 Projected Term Rate LoanToARV Loan Amount Investors Purpose Total Loan Amount Repayment Terms Loan Position ------------------------------BORROWER RubiConstruction, LLC Juan Rubi-Ramirez-principal Click here to view the LRO Agreement (!) Project Cost Address: 5070 TREMONT AVE,EGG HARBOR,NJ 08234 View larger map The Borrower intends to use the loan proceeds to renovate the property.Upon completion,the Borrower intends to sell the property to repay the Groundfloor loan. 5070 Tremont Avenue Heavensway ft Baptist Church V Neyv ut e !X 0 Click here to view the LRO Agreement Map data ©2019 Terms of Use Report a map error INVEST NOW As Complete (ARV) $305,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!) $305,000 Total Project Costs (!) $265,400 0% --------Skin-in-theFirst Lien Loan Cushion (!) Game ® Purchase Price (!) $225,000Loan ToARV (!) 94.1% Purchase Date 10/07/2015Loan To Total77.6% The following factors determine in part how the loan was graded: (in descending order of importance) LoanToARVScore (!) 10 Quality of Valuation Report 4 Skin-in-the-Game ® 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 INVEST NOW Balloon payment - principal and interest returned on repayment I due at maturity. $185,400 Renovation First Lien PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 13, 2019 by Groundfloor Finance Inc. {"Groundfloor;'"we;'"us;'or "our") or 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 completed or sold any projects in the past year.As such,the Borrower's average revenue, costs,and margins cannot be calculated. •Please consult the OfferingCircular 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 OfferingCircular. SEC FILING INFORMATION •The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 {each, 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. 

PS- 586

 PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to begin renovation of this property on July 31, 2019 by Groundfloor Finance Inc.('1Groundfloor:' 11We:'llus:'or 110ur") 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 not completed or sold any projects in the past year.As such,the Borrower's average revenue,costs,and margins cannot be calculated. • The Principal has not yet completed or sold any projects.As such,the Principal's average revenue,costs,and margins cannot be calculated. The property was purchased for $355,000. The Borrower intends to use $245,000 of the proceeds from our loan to offset that amount of the purchase price of the property.Therefore,the Borrower is only receiving a "Skin-in-the-Game" score for the remaining $110,000 that is tied up in the project after completion of our loan. • • Please consult the OfferingCircular 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 Post Qualification Amendment No. 59 to the Offering Circular dated December 29,2017 (each, 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. RUBI CONSTRUCTION, LLC FINANCIAL DATA Reporting date:06/30/19 PROJECTS/REVENUE Reporting period:2018 DATE OF FORMATION * Revenue (?) Value of Properties (!) Total Debt (!) Completed Projects (!) 07/13/2006 Gross Margin% ® Unsold Inventory (!) (?) Aged Inventory PRINCIPAL Juan Rubi-Ramirez HISTORICAL AVERAGES Reporting period:three years ending 2018 GROUNDFLOOR HISTORY * FOCUS Completed Projects PerYear (?) Average Project Revenue (?) Loans Funded (?) (?) Loans Repaid Fix & Flip Average Project Time (!) Average Total Project Costs (!) On Time Repayment (!) 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. $0 N/A N/A $0 0 0 0 Projected Term Rate LoanToARV Loan Amount Investors Purpose Loan Position Total Loan Amount Repayment Terms Click here to view the LRO Agreement Darnell DeBoes-principal 08/16/2019 89.8% Purchase Date (!) Project Cost Address: 1795-1797W GRAND BLVD,DETROIT,Ml48208 lXI 0. C-/) 0 The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion,the 1795 West $!} Baptist Church V c. ScovelPI View larger map < Eastern PI 0 c. noore PI Grand BoulevardBorrower intends to sell the property to repay the Groundfloor loan. New Ebenezer A Milford St Click here to view the LRO Agreement INVEST NOW As Complete (ARV) $315,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!) $315,000 Total Project Costs (!) $244,660 0% ----Skin-in-the First Lien Loan Cushion (!) Game (!) Purchase Price (!) $75,000LoanToARV (!) 69.9% Loan To Total The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 BORROWER Southeast Michigan Investor Solutions LLC INVEST NOW $220,160 Purchase & Renovation Balloon payment - principal and interest returned on repayment I due at maturity. First Lien

PS- 587

 PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 16,2019 by Groundfloor Finance Inc. ("Groundfloor;'"we;'"us;' or "our") or c 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 OfferingCircular 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 OfferingCircular. SEC FILING INFORMATION •The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each, 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. Value of Properties (!) (!) Completed Projects (!) (!) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Darnell DeBoes Completed Projects Average Project 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 THEDATA CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. SOUTHEAST MICHIGAN INVESTORFINANCIAL DATAPROJECTS/REVENUE SOLUTIONS LLCReportmgdate.06/30/19 Reporting period.2018 DATE OF FORMATION * 05/10/2015 Unsold Inventory (!) Aged Inventory(!) Gross Margin% (!) PRINCIPAL Reportingpenod.three years ending 2018 FOCUS Fix & Flip Loans Funded ®Loans Repaid (!) PerYear (!) Revenue ® On Time Average ProjectAverage Total Repayment (!) Time (!) Project Costs (!) 12 months $130.5K N/A 2 $221.3K 0 0 Projected Term Rate LoanToARV Loan Amount Investors Project Cost (!) Address: 1567 JACQUEliNE COURT SOUTHWEST,STONE MOUNTAIN,GA 30087 Court Southwest ' Borrower intends to sell the property to repay the Groundfloor loan. Report a map error pooulaf or View larger map 1567 Jacquelinecorinth cThe Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion,the c..Click here to view the LRO Agreement INVEST NOW As Complete (ARV) $330,500 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!)$330,500 Total Project Costs (!)$280,370 0% ----Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!)$170,000Loan ToARV (!)70.0% Purchase Date 08/21/2019Loan To Total81.8% The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score (!)10 Quality of Valuation Report 4 Skin-in-the-Game (!)10 Location8 Borrower Experience 5 Borrower Commitment (!) 1 BORROWERPurposeLoan PositionTotal Loan Amount Repayment Terms NSY Groug LLC Cesar Rodriguez-principal Click here to view the LRO Agreement INVEST NOW $231,270 Purchase & Renovation Balloon payment-principal and interest returned on repayment I due at maturity. First Lien

PS- 588

"".... • • PROJECT SPECifiC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 21,2019 by Groundfloor Finance Inc.("Groundfloor;'"we;'ttus;'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 completed or sold any projects in the past year.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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each, 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. BORROWER SUMMARY UNLESS NOTED WITH A &-,INFORMATION BELOW IS SUPPLIED BY THE BORROWER AND IS NOT VERIFIED. Value of Properties Q) Q) Completed Projects (!) (!) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Cesar Rodriguez Completed Projects Average Project THE COMPANY PLAYED NO ROLE IN THE PREPARATION OFANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER.WHILE WE BEUEVE THE DATA CONTAINED THEREIN IS HELPFUL,WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. NSV GROUP LLCFINANCIAL DATAPROJECTS/REVENUE Reporting date:06/30/19Reportingperiod:2018 DATE OF FORMATION * 07/15/2014 Unsold Inventory ® Aged Inventory (!) Gross Margin% (!) PRINCIPAL Reporting period:three years ending 2018 FOCUS Fix & Flip Loans Funded Q)Loans Repaid (!) PerYear (!) Revenue (!) On Time Average Project Average Total Repayment (!) Time (!) Project Costs (!) 5 months $201.2K N/A 2 $274.6K 0 0 BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. Rate Projected Term LoanToARV Loan Amount Investors ------------------------------BORROWER (!) Project Cost 22W471 Arbor Lane ... - Click here to view the LRO Agreement Address:22W471ARBOR LANE,GLEN ELLYN,IL 60137 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. ---,-......... F. Go gle' Map data ©2019Terms of UseReport a map error "-------INVEST NOW As Complete (ARV) $385,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!) $385,000 Total Project Costs (!) $307,110 0% -------Skin-in-theFirst Lien Loan Cushion (.!) Game (!) Purchase Price (.!)$223,000LoanToARV (!) 69.9% Loan To Total Purchase Date 08/20/2019 87.1% The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 Purpose Loan Position Total Loan AmountRepayment Terms Greater Midwest Real Estate Concegts LLC Nico Soave-principal Click here to view the LRO Agreement INVEST NOW Balloon payment - principal and interest returned on repayment I due at maturity. $269,110 First Lien Purchase & Renovation

PS- 589

 PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on August 20, 2019 by Groundfloor Finance Inc.("Groundfloor;'llwe;'"us;'or "our") or c 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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each, as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. G> Value of Properties (!) (!) Completed Projects (!) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Robert Taylor Completed Projects Average Project THE COMPANY PLAYED NO ROLE INTHE 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. TEXAS STARLITE CONSTRUCTION LLCFINANCIAL DATAPROJECTS/REVENUE Reporting date: 06/30/19Reporting period.2018 DATE OF FORMATION * 05/06/2019 Unsold Inventory (!) Aged Inventory (!) Gross Margin% Q) PRINCIPAL Reportmg period:three years ending 2018 FOCUS Fix & Flip Loans Funded (!) Loans Repaid (!) PerYear (!) Revenue (!) On Time Average ProjectAverage Total Repayment G>Time (!) Project Costs (!) 8 months $7SK N/A 1 $180K 0 0 Value of Properties Q) Q) Completed Projects Q) Q) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Nico Soave Completed Projects Average Project 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. GREATER MIDWEST REAL ESTATEFINANCIAL DATAPROJECTS/REVENUE CONCEPTS LLCReportmg date. 06/30/19Reporting period:2018 DATE OF FORMATION * 01/11/2018 Unsold Inventory (!) Aged Inventory Q)Gross Margin% Q) PRINCIPAL Reporting period.three years ending 2018 FOCUS Fix & Flip Loans Funded Q)Loans Repaid Q)PerYear Q)Revenue Q) On Time Average ProjectAverage Total Repayment (!) Time Q)Project Costs Q) $27K 8 months N/A $81.7K 3 0 0

PS- 590

 Rate Projected Term LoanToARV Loan Amount Investors MFC Investments LLC Project Cost (!) 9 f Chase Bank @ :huck E. Cheese 321 Kings Court ::r .g Grove Ave <a, \ % Ul Codrington PI !a \ Vl ::J ne Depot 9 < ''' 0 Go tgle(!) Evergreen Ave \1\l I 1d View larger map 9 QuickChekJ Address:321KINGS COURT,BOUND BROOK,NJ 08805 The Borrower intends to use the loan proceeds to purchase and renovate the property.Upon completion,the I-4 L...Borrower intends to sell the property to repay the Groundfloor loan. 0Ul \ \ 1)0"0 '\ )>c...(I) Map data ©2019 Terms of UseReport a map error Click here to view the LRO Agreement INVEST NOW \ As Complete (ARV) $390,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!)$390,000 Total Project Costs (!) $319,180 0% ----Skin-in-the First Lien Loan Cushion (!) Game (!) Purchase Price (!')$295,000LoanToARV (!) 69.6% Loan To Total Purchase Date 08/16/2019 84.7% The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!)10 Location8 Borrower Experience5 Borrower Commitment (!) 1 BORROWER PurposeLoan PositionTotal Loan Amount Repayment Terms Maria Cruz-principal Click here to view the LRO Agreement INVEST NOW $271,280 Purchase & Renovation Monthly payment - interest returned monthly, principal due at maturity. First Lien PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 16, 2019 by Groundfloor Finance Inc. ("Groundfloor;'"we:'"us:' or "our") or 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 completed or sold any projects in the past year.As such,the Borrower's average revenue,costs,and margins cannot be calculated. •The Principal has not yet completed or sold any projects.As such,the Principal'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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each, as amended and supplemented from time to time),including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. Value of Properties (!) Completed Projects (!) Revenue (!) Total Debt ® HISTORICAL AVERAGES Reportingperiod:three years ending 2018 GROUNDFLOOR HISTORY * Completed Projects Average Project THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATIONSOURCES 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. MFC INVESTMENTS LLCFINANCIAL DATAPROJECTS/REVENUE Reportingdate: 06/30/19Reporting period:2018 DATE OF FORMATION * 02/28/2019 Unsold Inventory ®Aged Inventory ®Gross Margin% ® PRINCIPAL Maria Cruz FOCUS Fix & Flip Loans Funded (!) Loans Repaid Q)PerYear Q)Revenue Q) On Time Average Project Average Total Repayment ®Time Q)Project Costs Q) N/A $0 N/A 0 $0 0 0

PS- 591

BORROWER Project Cost (!) e. 2120 5TH PLACE NW,CENTER POINT,AL 35215 & 131VIRGINIA DR,HUEYTOWN,AL 35023 & Address: -JeNw nL. __ ' The Borrower intends to use the loan proceeds to renovate the property.Upon completion,the Borrower Go gJ,... o .e ;;s; t.rwm IVIIame cnoo1 <; )U View larger map y'?>'(, 720 HEFLIN AVE,AL,BIRMINGHAM,AL 35214 demy East QQ Attic Plus Storage intends to sell the property to repay the Groundfloor loan. ._ ? • Map data ©2019 Google Terms of UseReport a map error Click here to view the LRO Agreement INVEST NOW ,_ As Complete (ARV) $360,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Repair Value (ARV) (!) $360,000 Total Project Costs (!) $324,480 0% ----Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!) $316,500Loan ToARV (!) 80.6% Loan To Total Purchase Date 10/07/2018 91.6% The following factors determine in part how the loan was graded: (in descending order of importance) LoanToARVScore (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (2)10 Location8 Borrower Experience5 Borrower Commitment (2)1 Rate Projected Term Loan To Value Loan Amount Investors PurposeLoan PositionTotal Loan Amount Repayment Terms Helg & Hoge Consults,LLC Ashley Denmark-principal Click here to view the LRO Agreement INVEST NOW $290,000 Monthly payment-interest returned monthly, principal due at maturity. First Lien Renovation PROJECT SPECIFIC RISK FACTORS • The Borrower was advanced the money it needed to purchase this property on July 25, 2019 by Groundfloor Finance Inc. (11Groundfloor:' 11we:' 11Us:' or 110ur") 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 had late repayments, but has repaid all loans in full,with all interest and fees due. • This is a collateral loan secured by three properties, 2120 5th PI NW,Center Point,AL 35215,720 Heflin Ave E,Birmingham,AL 35214, and 131Virginia Drive, Bessemer,AL 35023.The ARV represents the combined value of all properties. • The properties were purchased for $316,500.The Borrower intends to use $282,020 of the proceeds from our loan to offset that amount of the purchase price of the property.Therefore,the Borrower is only receiving a "Skin-in-the-Game" score for the remaining $34,480 that is tied up in the project after completion of our loan. •Please consult the OfferingCircular 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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 {each, 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. Completed Projects <?.> (!) Value of Properties <?.> <?.> Revenue Total Debt GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Ashley Denmark Completed Projects Average Project 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. HELP & HOPE CONSULTS, LLCFINANCIAL DATAPROJECTS/REVENUE Reporting date:06/30/19 Reporting period:2018 DATE OF FORMATION * 02/02/2018 Unsold Inventory <?.>Aged Inventory (!) Gross Margin% <?.> PRINCIPAL Reporting period:three years ending 2018 FOCUS Fix & Flip Loans Funded <?.>Loans Repaid (!) PerYear (!) Revenue <?.> On Time Average ProjectAverage Total Repayment (!) Time <?.>Project Costs (!) $126.5K 9 months 70% $222.2K 6 10 17

PS- 592

 Rate Projected Term Loan To Value Loan Amount Investors ------------------------------------------------------------(!) Project Cost 0 en :I :I Address: 9200SOUTH ElliS AVENUE,CHICAGO,IL60619 View larger map B iil E 91st St < (l) (/) 0... X (l) 9200 South Ellis Avenue (/) iil :I 0 8. 0 (J f c (l) Exchange T st St Go gle - Click here to view the LRO Agreement X VI c 0cr· 0 (l) )> (l) The property is being used as collateral for a loan.No substantial work is being done on the property,and the (l) E 92nd St majority of the collateral is represented by the Borrower's skin-in-the-game. (/) G) Q) (l) :I >is Currency ft=E E 93rd E 93rd !! Map data ©2019 GoogleTerms of UseReport a map error INVEST NOW As Complete (ARV) $237,000 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Camps After Repair Value (ARV) (!)$237,000 Total Project Costs (!)$236,850 0% ----Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!) $237,000Loan ToARV (!) 57.4% Purchase Date 04/19/2019Loan To Total54.9% The following factors determine in part how the loan was graded: (in descending order of importance} Loan To ARV Score (!)10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!')1 Purpose Loan Position Total Loan AmountRepayment Terms returned on repayment I due at maturity. BORROWER Masters EguitY. Partners LLC Ranice Lee-principalClick here to view the LRO Agreement INVEST NOW Balloon payment - principal and interest $129,850 - First Lien Renovation PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needs to refinance this loan on August 15,2019 by Groundfloor Finance Inc.("Groundfloor," "we," "us," or "our") or a wholly-owned subsidiary of Groundfloor.The Borrower has now been refinanced for this property.If this offering is fully subscribed,Groundfloor will continue to administer and service the loan as further described in the Offering Circular. •The property is being used as collateral for a loan.No substantial work is being done on the property,and the majority of the collateral is represented by the Borrower's skin-in-the-game.As a result,there will be little to no "cushion" and the Borrower will repay the Groundfloor loan by selling the property or refinancing it. •The Borrower has not completed or sold any projects in the past year.As such,the Borrower's average revenue, costs,and margins cannot be calculated. •The Principal has not yet completed or sold any projects.As such,the Principal'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 OfferingCircular. SEC FILING INFORMATION •The series of LROs corresponding to this Project are offered pursuant to Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 (each, 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. Value of Properties (!) (!) Completed Projects (!) Revenue (!) Total Debt GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reportmg period:three years ending 2018 Completed Projects Average Project THE COMPANY PLAYED NO ROLE INTHE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER.WHILE WE BELIEVE THE DATA CONTAINED THEREINIS HELPFUL,WE DO NOT US£ IT AS THESOLE BASIS FOR A FUNDING DECISION. MASTERS EQUITY PARTNERS LLCFINANCIAL DATAPROJECTS I REVENUE Reporting date:06/30/19 Reportingperiod:2018 DATE OF FORMATION * 03/21/2019 Unsold Inventory (!) Aged Inventory(!) Gross Margin% (!) PRINCIPAL Ranice Lee FOCUS Fix & Flip Loans Funded (!) Loans Repaid (!) PerYear (!) Revenue (!) On Time Average ProjectAverage Total Repayment (!) Time (!) Project Costs (!) N/A $0 N/A 0 $0 0 0

PS- 593

 BORROWER I 08/19/2019 86.4% Purchase Date Project Cost (!) V iew larger map ->-at Valrico Commons !a 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. , I I ' Wells St ... (Jrr:; N;! tC-:i fft::: "' :I -· ' Q. a. '• <! ,gl w 0 0 D !a !a B Click here to view the LRO Agreement Map data ©2019 Google I Terms of Use Report a map error Publix Super Market q Address:401MORNINGSIDE DRIVE,VALCRO,FL 33594 ;wp -;t V[ 401 Morningside Drive "'0 r§' V A l R I ( I ' R INVEST NOW As Complete (ARV) $187,500 Broker's Price Opinion Borrower Provided Appraisal Borrower Provided Comps After Repair Value (ARV) (!')$187,500 Total Project Costs (!) $150,880 Skin-in-theFirst Lien Loan Cushion (!) Game (!) Purchase Price (!) $100,000LoanToARV (!) 69.9% Loan To Total The following factors determine in part how the loan was graded: (in descending order of importance) LoanToARVScore (!) 10 Quality of Valuation Report 4 Skin-in-the-Game (!) 10 Location 8 Borrower Experience 5 Borrower Commitment (!) 1 Rate Projected Term LoanToARVLoan Amount Investors Purpose Loan Position Total Loan AmountRepayment Terms A & S Custom Construction,Inc Albert Hersh Jr.-principal Click here to view the LRO Agreement $131,130 Purchase & Renovation Balloon payment - principal and interest returned on repayment I due at maturity. First Lien PROJECT SPECIFIC RISK FACTORS •The Borrower was advanced the money it needed to purchase this property on August 19, 2019 by Groundfloor Finance Inc. {"Groundfloor;'"we;'"us;'or "our") or 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 completed or sold any projects in the past year.As such,the Borrower's average revenue,costs,and margins cannot be calculated. •The Principal has not yet completed or sold any projects.As such,the Principal'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 Post Qualification Amendment No.59 to the Offering Circular dated December 29,2017 {each, as amended and supplemented from time to time), including the documents incorporated by reference therein.You may access and review these documents on the InternalFilings Directory located on our Platform. ® Value of Properties (!) Completed Projects (!) (!) Total Debt Revenue GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Albert Hersh Jr. Completed Projects Average Project THE COMPANY PLAYED NO ROLE INTHE 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 FORA FUNDING DECISION. A & S CUSTOM CONSTRUCTION, INCFINANCIAL DATAPROJECTS/REVENUE Reporting date: 06/30/19Reporting period. 2018 DATE OF FORMATION * 05/07/2016 Unsold Inventory (!) Aged InventoryQ)Gross Margin% (!) PRINCIPAL Reporting penod:three years ending 2018 FOCUS Fix & Flip Loans Funded ® Loans Repaid <!>PerYear <!>Revenue Q) On Time Average ProjectAverage Total Repayment (!) Time (!) Project Costs (!) N/A $0 N/A 0 $0 0 0

PS- 594

*               *               *

Financial Statements

The following consolidated financial statements for the periods ended December 31, 2018 and December 31, 2017 and the notes thereto are added to the Offering Circular starting on page F-37:

GROUNDFLOOR FINANCE INC.

AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2018 and 2017

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Table of Contents

December 31, 2018 and 2017

Independent Auditors’ Report	F-37
Consolidated Financial Statements
Consolidated Balance Sheets	F-38
Consolidated Statements of Operations	F-39
Consolidated Statements of Stockholders’ (Deficit) Equity	F-40
Consolidated Statements of Cash Flows	F-41
Notes to Consolidated Financial Statements	F-43

Independent Auditors’ Report

The Board of Directors

Groundfloor Finance Inc. and Subsidiaries

Atlanta, Georgia

We have audited the accompanying consolidated financial statements of Groundfloor Finance Inc. and Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Groundfloor Finance Inc. and Subsidiaries as of December 31, 2018 and 2017, and the consolidated results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Uncertainty Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses and cash outflows from operations since its inception. Those conditions raise substantial doubt about its ability to continue as a going concern as of December 31, 2018. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

/s/ Hughes Pittman & Gupton, LLP

Raleigh, North Carolina

March 21, 2019

F-37

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Consolidated Balance Sheets

	December 31,
	2018			2017
Assets
Current assets:
Cash	$	1,069,392		$	1,354,170
Loans to developers, net		38,761,717			18,899,485
Interest receivable on loans to developers		1,821,073			1,354,533
Other current assets		484,391			344,768
Total current assets		42,136,573			21,952,956
Property, equipment, software, website, and intangible assets, net		813,104			481,047
Other assets		63,906			-
Total assets	$	43,013,583		$	22,434,003
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable and accrued expenses	$	2,493,158		$	1,850,157
Accrued interest on limited recourse obligations		1,372,474			1,133,008
Limited recourse obligations, net		31,719,205			15,925,524
Revolving credit facility		5,493,605			3,000,179
Convertible notes		1,800,000			2,050,000
Short-term notes payable		2,925,082			-
Total current liabilities		45,803,524			23,958,868
Other liabilities		60,765			-
Long-term notes payable		-			1,699,259
Total liabilities		45,864,289			25,658,127
Commitments and contingencies (See Note 14)
Stockholders’ (deficit) equity:
Common stock, no par, 5,000,000 shares authorized, 1,732,585 and 1,136,406 issued and outstanding		6,125,264			56,834
Series A convertible preferred stock, no par, 747,385 shares designated, 747,373 shares issued and outstanding (liquidation preference of $4,999,925)		4,962,435			4,962,435
Series seed convertible preferred stock, no par, 568,796 shares designated, issued and outstanding (liquidation preference of $2,960,583)		2,609,091			2,609,091
Additional paid-in capital		1,083,572			677,929
Accumulated deficit		(17,630,508	)		(11,529,853	)
Stock subscription receivable		(560	)		(560	)
Total stockholders’ (deficit) equity		(2,850,706	)		(3,224,124	)
Total liabilities and stockholders’ (deficit) equity	$	43,013,583		$	22,434,003

See accompanying notes to consolidated financial statements

F-38

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Consolidated Statements of Operations

	Year Ended December 31,
	2018			2017
Non-interest revenue:
Origination fees	$	1,183,583		$	871,771
Loan servicing revenue		988,203			509,939
Total non-interest revenue		2,171,786			1,381,710
Net interest income:
Interest income		3,178,629			2,287,701
Interest expense		(2,460,454	)		(1,921,693	)
Net interest income		718,175			366,008
Net revenue		2,889,961			1,747,718
Cost of revenue		(423,776	)		(251,431	)
Gross profit		2,466,185			1,496,287
Operating expenses:
General and administrative		1,736,515			1,102,137
Sales and customer support		2,456,875			1,316,356
Development		1,006,840			658,844
Regulatory		193,538			457,844
Marketing and promotions		2,169,567			1,338,635
Total operating expenses		7,563,335			4,873,816
Loss from operations		(5,097,150	)		(3,377,529	)
Interest expense		1,003,505			707,956
Net loss	$	(6,100,655	)	$	(4,085,485	)

See accompanying notes to consolidated financial statements

F-39

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ (Deficit) Equity

	Series A				Series Seed																Total
	Convertible				Convertible								Additional					Stock			Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-in		Accumulated			Subscription			(Deficit)
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Receivable			Equity
Stockholders’ equity as of December 31, 2016		747,373	$	4,962,435		568,796	$	2,609,091		1,131,070	$	51,656	$	497,866	$	(7,444,368	)	$	(560	)	$	676,120
Exercise of stock options		-		-		-		-		5,336		5,178		-		-			-			5,178
Share-based compensation expense		-		-		-		-		-		-		180,063		-			-			180,063
Net loss		-		-		-		-		-		-		-		(4,085,485	)		-			(4,085,485	)
Stockholders’ deficit as of December 31, 2017		747,373	$	4,962,435		568,796	$	2,609,091		1,136,406	$	56,834	$	677,929	$	(11,529,853	)	$	(560	)	$	(3,224,124	)
Shares issued in the 2018 Common Stock Offering, net of offering costs		-		-		-		-		468,764		4,562,634		-		-			-			4,562,634
Shares issued in a private placement		-		-		-		-		125,000		1,500,000		-		-			-			1,500,000
Exercise of stock options		-		-		-		-		2,415		5,796		-		-			-			5,796
Share-based compensation expense and warrants		-		-		-		-		-		-		405,643		-			-			405,643
Net loss		-		-		-		-		-		-		-		(6,100,655	)		-			(6,100,655	)
Stockholders’ deficit as of December 31, 2018		747,373	$	4,962,435		568,796	$	2,609,091		1,732,585	$	6,125,264	$	1,083,572	$	(17,630,508	)	$	(560	)	$	(2,850,706	)

See accompanying notes to consolidated financial statements

F-40

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2018			2017
Cash flows from operating activities
Net loss	$	(6,100,655	)	$	(4,085,485	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		375,532			231,111
Share-based compensation		281,143			160,063
Noncash interest expense		73,388			69,676
Loss (gain) on sale of real estate owned		7,963			-
Origination of loans held for sale		(672,491	)		(3,151,503	)
Proceeds from sales of loans held for sale		672,491			3,151,503
Conversion of beneficial interests		181,347			-
Changes in operating assets and liabilities:
Other current assets		41,492			7,058
Interest receivable on loans to developers		(3,161,729	)		(689,160	)
Accounts payable and accrued expenses		731,383			894,862
Accrued interest on limited recourse obligations		2,439,597			526,449
Net cash used in operating activities		(5,130,539	)		(2,885,426	)
Cash flows from investing activities
Loan payments to developers		(45,914,339	)		(25,104,481	)
Repayments of loans from developers		26,131,470			18,620,453
Proceeds from sale of properties held for sale		1,818,857			-
Purchases of computer equipment and furniture and fixtures		(220,489	)		(20,299	)
Payments of software and website development costs		(487,100	)		(292,052	)
Net cash used in investing activities		(18,671,601	)		(6,796,379	)
Cash flows from financing activities
Proceeds from limited recourse obligations		43,135,416			28,032,146
Repayments of limited recourse obligations		(28,997,881	)		(21,197,033	)
Payment of deferred financing costs		(10,000	)		(65,000	)
Borrowings from the revolving credit facility		37,369,522			23,876,708
Repayments on the revolving credit facility		(34,870,261	)		(23,627,941	)
Proceeds from GROUNDFLOOR Notes		1,801,200			-
Repayments from GROUNDFLOOR Notes		(520,100	)		-
Proceeds from issuance of shares in the 2018 Common Stock Offering, less offering costs		4,103,670			-
Proceeds from issuance of shares in a private placement		1,500,000			-
Exercise of stock options		5,796			5,178
Proceeds from issuance of restated subordinate convertible notes		-			2,050,000
Proceeds from issuance of shareholder loan		-			2,000,000
Repayments of shareholder loan		-			(250,000	)
Net cash provided by financing activities		23,517,362			10,824,058
Net increase (decrease) in cash		(284,778	)		1,142,253
Cash as of beginning of the period		1,354,170			211,917
Cash as of end of the period	$	1,069,392		$	1,354,170
Supplemental cash flow disclosures:
Cash paid for interest	$	650,528		$	509,908

F-41

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2018		2017
Supplemental disclosure of noncash investing and financing activities:
Loans to developers transferred to other real estate owned	$	2,071,840	$	234,825
Write-down (recovery) of loans to developers, net and limited recourse obligations, net		438,660		44,015
Write-down (recovery) of interest receivable on loans to developers and accrued interest on limited recourse obligations		195,240		42,759
Conversion of convertible notes payable and accrued interest converted into common stock		277,617		-
Reduction to allowance for loan to developers and limited recourse obligations		90,000		60,000
Issued warrants in connection with the note payable		124,500		20,000

See accompanying notes to consolidated financial statements

F-42

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The terms "we," "our," or the "Company" refer to Groundfloor Finance Inc. and its subsidiaries. The Company was originally organized as a North Carolina limited liability company under the name of Fomentum Labs LLC on January 28, 2013. Fomentum Labs LLC changed their name to Groundfloor LLC on April 26, 2013, and converted into a North Carolina corporation on July 26, 2013. In connection with this conversion, all equity interests in Groundfloor LLC were converted into shares of GROUNDFLOOR Inc.’s common stock. In August 2014, GROUNDFLOOR Inc. converted into a Georgia corporation and changed their name to Groundfloor Finance Inc. The accounting effects of these conversions are reflected retrospectively in the Consolidated Financial Statements. Groundfloor Holdings GA, LLC is the holder of the Revolver, as defined in Note 7. Groundfloor Properties GA LLC was created for the purpose of financing real estate in Georgia. Groundfloor Real Estate 1 LLC was created for the purpose of financing real estate in nine states. Groundfloor Real Estate 2 LLC was created for the purpose of financing real estate in nine states. Groundfloor Real Estate, LLC is currently inactive and management does not have plans to use this entity in the near future.

The Company has developed an online investment platform designed to crowdsource financing for real estate development projects (the “Projects”). With this online investment platform (the “Platform”), public investors (the “Investors”) are able to choose between multiple Projects, and real estate developers (the “Developers”) of the Projects are able to obtain financing. GROUNDFLOOR’s financing model replaces traditional sources of financing for Projects with the aggregation of capital from Investors using the internet.

GROUNDFLOOR formed Groundfloor Properties GA LLC (“Groundfloor GA”) in August 2013 for the purpose of issuing nonrecourse promissory notes (“Georgia Notes”) corresponding to commercial real estate loans entered into by Groundfloor GA to residents of Georgia. Groundfloor GA began offering these investment opportunities to residents of Georgia through the Platform in November 2013.

Following the qualification of the Company’s first offering statement on Form 1-A on August 31, 2015, the Company began a multistate offering of limited recourse obligations (“LROs”) to Investors corresponding to commercial loans for real estate development projects financed by the Company. The Company does not intend to issue any additional Georgia Notes.

The Company believes this method of real estate financing has many advantages including reduced Project origination costs, lower interest rates for Developers, and attractive returns for Investors.

Basis of Presentation and Liquidity

The Company’s Consolidated Financial Statements include Groundfloor Finance Inc. and its wholly owned subsidiaries, Groundfloor Properties GA LLC; Groundfloor Real Estate, LLC; Groundfloor Holdings GA, LLC; Groundfloor Real Estate 1 LLC; and Groundfloor Real Estate 2, LLC (collectively the “Company” or “GROUNDFLOOR”). Intercompany transactions and balances have been eliminated upon consolidation.

The Company’s Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

Operations since inception have consisted primarily of organizing the Company, developing the technology, and securing financing. The accompanying Consolidated Financial Statements have been prepared on a basis which assumes that the Company will continue as a going concern. The Company has incurred losses and cash outflows from operations since its inception. The ultimate success of the Company is dependent on management’s ability to develop and market its products and services at levels sufficient to generate operating revenues in excess of expenses.

F-43

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Management evaluated the condition of the Company and has determined that until such sales levels can be achieved, management will need to secure additional capital to continue growing working capital and fund product development and operations.

Management intends to raise additional debt or equity financing to grow working capital and fund operations. Management believes the Company will obtain additional funding from current and new Investors in order to sustain operations. However, there are no assurances that the Company can be successful in obtaining the additional capital or that such financing will be on terms favorable or acceptable to the Company.

As of issuance date, the Company closed on approximately $1,500,000 in equity financing, see Note 15, “Subsequent Events.”

There is substantial doubt that the Company will continue as a going concern for at least 12 months following the date these Consolidated Financial Statements are issued, without additional financing based on the Company’s limited operating history and recurring operating losses.

The Consolidated Financial Statements do not include any adjustments that might result from the outcome of the uncertainties described in the Consolidated Financial Statements. In addition, the Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of assets nor the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue primarily results from fees earned on the loans to the Developers (the “Loans”). Fees include “Origination fees” and “Loan servicing revenue” which are paid by the Developers.

Origination Fees

“Origination fees” are paid by the Developers for the work performed to facilitate the Loans. The amount to be charged is a percentage based upon the terms of the Loan, including grade, rate, term, and other factors. Origination fees range from 1.0% to 5.0% of the principal amount of a Loan. The origination fee is paid when the Loan is issued to the Developer and deducted from the gross proceeds distributed. A Loan is considered issued when the funds are transferred to the Developer’s account, which occurs through an Electronic Funds Transfer (“EFT”).

The origination fees are recognized as revenue ratably over the term of the Loan, while direct costs to originate Loans are recorded as expenses as incurred.

Loan Servicing Revenue

The loan servicing revenue is recognized by the Company, upon recovery, for costs incurred in servicing the Developer’s Loan, including managing payments to and from Developers and payments to Investors. The Company records loan servicing revenue as a component of revenue when collected.

F-44

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Whole Loan Sales

Under loan sale agreements, the Company sells all of its rights, title, and interest in certain loans. At the time of such sales, the Company simultaneously enters into loan servicing agreements under which it acquires the right to service the loans. The Company calculates a gain or loss on the whole loan sale, based on the net proceeds from the whole loan sale, minus the net investment in the loans being sold. All origination fees incurred in the origination process are recognized directly to Consolidated Statements of Operations and recorded to “Origination fees”.

Interest Income on Loans to Developers and Interest Expense on Limited Recourse Obligations

The Company recognizes “Interest income” on Loans and “Interest expense” on the corresponding Investor Georgia Notes (if issued by Groundfloor GA) or LROs (if issued by Groundfloor Finance Inc.) using the accrual method based on the stated interest rate to the extent the Company believes it to be collectable. For the purposes of these Consolidated Financial Statements, “Limited recourse obligations, net” refers to both Georgia Notes and LROs. Georgia Notes are securities that the Company has issued through its previously registered Georgia-exclusive securities offering, which has since been terminated. LROs are the Company’s currently registered securities. Both Georgia Notes and LROs represent similar obligations to the Company.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 and 2017. From time to time, the Company could maintain cash deposits in excess of federally insured limits. The Company believes credit risk related to its cash and cash equivalents to be minimal.

Each investor’s escrow account receives Federal Deposit Insurance Corporation (“FDIC”) insurance coverage on cash balances subject to normal FDIC coverage rules. Investor funds, whether committed through a LRO or held in escrow, are not included as a part of the Company’s cash balance.

Loans to Developers and Limited Recourse Obligations

“Loans to developers, net” and the corresponding “Limited recourse obligations, net”, used to fund the Loans are originally recorded at outstanding principal. The interest rate associated with a Loan is the same as the interest rate associated with the corresponding Georgia Notes or LROs.

The Company’s obligation to pay principal and interest on a Georgia Note or LRO is equal to the pro rata portion of the total principal and interest payments collected from the corresponding Loan. The Company obtains a lien against the property being financed and attempts reasonable collection efforts upon the default of a Loan. The Company is not responsible for repaying “Limited recourse obligations, net” associated with uncollectable “Loans to developers, net”. Amounts collected related to a Loan default are returned to the Investors based on their pro rata portion of the corresponding Georgia Notes or LROs, if applicable, less collection costs incurred by the Company.

The Investors may remit funds through the Company’s online portal prior to the actual Loan being closed. These funds are held in an escrow account controlled by a major bank and are not recognized as a LRO until the Loan is closed and funds are transferred to the Developer, which occurs through an EFT transaction. Each Investor escrow account receives FDIC insurance coverage on cash balances subject to normal FDIC coverage rules.

The Loan and corresponding LROs are recorded on the Company’s Consolidated Balance Sheets to “Loans to developers, net” and “Limited recourse obligations, net”, respectively, once the Loan has closed. Loans are considered closed after the promissory note for that Loan has been signed and the security interest has been perfected.

F-45

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Nonaccrual and Past Due Loans

“Interest income” is accrued on the outstanding principal balance. The accrual of interest on “Loans to developers, net” and corresponding “Limited recourse obligations, net” is discontinued when, in management’s opinion, the borrower may be unable to make payments as they become due, unless the Loan is well secured and in the process of collection. “Interest income” and “Interest expense” on the “Loans to developers, net” and the corresponding “Limited recourse obligations, net” are discontinued and placed on nonaccrual status at the time the Loan is 90 days delinquent unless the Loan is well secured and in process of collection. The “Loans to developers, net” and corresponding “Limited recourse obligations, net” are charged off to the extent principal or interest is deemed uncollectible. Non-accrual Loans and Loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. All interest accrued, but not collected for “Loans to developers, net” and “Limited recourse obligations, net” that are placed on nonaccrual or charged off, is reversed against “Interest income” and the corresponding LROs recorded “Interest expense”.

Interest income collected on nonaccrual Loans is applied against principal until the Loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. Impaired loans include Loans on nonaccrual status. When determining if the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considers the borrower’s capacity to pay, which includes such factors as the borrower’s current financial position, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as collateral value and guarantor support. The Company individually assesses for impairment all nonaccrual Loans and all Loans in fundamental default. If a Loan is deemed impaired, a specific valuation allowance is allocated, if necessary, so that the Loan is reported net, at the present value of estimated future cash flows using the Loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis.

Allowance for Uncollectable Loans and Undeliverable Limited Recourse Obligations

Payments to holders of Georgia Notes or LROs, as applicable, depend on the payments received on the corresponding Loans; a reduction or increase of the expected future payments on Loans will decrease or increase the reserve for the associated Georgia Notes or LROs. The Company recognizes a reserve for uncollectable Loans and corresponding reserve for undeliverable Georgia Notes or LROs in an amount equal to the estimated probable losses net of recoveries. The allowance is based on management’s estimates and analysis of historical bad debt experience, existing economic conditions, current loan aging schedules, and expected future write-offs, as well as an assessment of specific, identifiable Developer accounts considered at risk or uncollectible. Expected losses and actual charge-offs on Loans are offset to the extent that the Loans are financed by Georgia Notes or LROs, as applicable, that effectively absorb the related Loan losses.

“Loans to developers, net” are presented net of a reserve for doubtful accounts of $500,000 and $640,000 as of December 31, 2018 and 2017, respectively. “Limited recourse obligations, net” are presented net of a reserve for doubtful accounts of $500,000 and $590,000 as of December 31, 2018 and 2017, respectively. As of December 31, 2017, $50,000 of the reserve for doubtful accounts is attributed to Loans funded directly by the Company, which have not been funded by Investors.

F-46

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other Real Estate Owned

Foreclosed assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell. Any write-down to fair value at the time of transfer to foreclosed assets is charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Costs of improvements are capitalized up to the fair value of the property, whereas costs relating to holding foreclosed assets and subsequent adjustments to the value are charged to operations. 

Software and Website Development Costs

Internal use software and website development costs are capitalized when preliminary development efforts are successfully completed, it is probable that the project will be completed and the software will be used as intended. Internal use software and website development costs are amortized on a straight-line basis over the project’s estimated useful life, which is generally three years. Capitalized internal use software development costs consist of employee compensation and fees paid to third-party consultants who are directly involved in development efforts. Costs related to preliminary project activities and post implementation activities, including training and maintenance, are expensed as incurred. Costs incurred for upgrades and enhancements that are considered to be probable to result in additional functionality are capitalized. Development costs of the Company’s website incurred in the preliminary stages of development are expensed as incurred. Once preliminary development efforts are successfully completed, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

Property and Equipment

Property and equipment consists of computer equipment, furniture and fixtures, and office equipment. Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the life of the lease or the useful life of the improvements. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred.

F-47

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Depreciation is computed using the following estimated useful lives:

Computer equipment	3 years
Software and website development costs	3 years
Office equipment	5 years
Furniture and fixtures	5 years

Impairment of Long-Lived Assets

Long-lived assets, such as computer equipment, office equipment, furniture and fixtures, intangible assets, and software and website development costs, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by which the carrying amount of the asset exceeds the fair value of the asset.

Intangible Assets

Intangible assets consist of acquired domain names. The Company recognized $2,000 in amortization expense during the years ended December 31, 2018 and 2017. Intangible assets are being amortized over a 15-year period, their estimated useful lives, on a straight-line basis.

Equity Offering Costs

The Company accounts for offering costs in accordance with Accounting Standard Codification (“ASC”), ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2018, offering costs of $125,000 for the 2018 Common Stock Offering have been charged to stockholders’ equity.

Deferred Revenue

Deferred revenue consists of origination fee payments received in advance of revenue recognized.

Advertising Costs

The cost of advertising is expensed as incurred and presented within “Marketing and promotions” expenses in the Consolidated Statements of Operations. The Company incurred $700,000 and $476,000 in advertising costs during the years ended December 31, 2018 and 2017, respectively.

Rent Expense

The Company recognizes rent expense on a straight-line basis over the term of the lease. The difference between rent expense and rent paid is recorded as deferred rent in the Consolidated Balance Sheets. Rent expense is presented within “General and administrative” expenses in the Consolidated Statements of Operations. The Company incurred $139,445 and $66,000 in rent expense for office facilities during the years ended December 31, 2018 and 2017, respectively.

Share-Based Compensation

The Company accounts for share-based compensation using the fair value method of accounting which requires all such compensation to employees and nonemployees, including the grant of employee stock options or warrants, to be recognized in the Consolidated Statements of Operations based on its fair value at the measurement date. The expense associated with share-based compensation is recognized on a straight-line basis over the service period of each award.

F-48

 GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

Income Taxes

Deferred tax assets and liabilities are determined based on the temporary differences between the Consolidated Financial Statements carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The determination of recording or releasing income tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate taxable income in future periods.

Reclassification

Certain amounts in the December 31, 2017, Consolidated Financial Statements have been reclassified to conform to the December 31, 2018, presentation. These reclassifications had no effect on the year ended December 31, 2017, net loss, or December 31, 2017, accumulated deficit.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will be effective January 1, 2019, for the Company. The Company had the option to early adopt the ASU as of January 1, 2017. The guidance clarifies that revenue from contracts with customers should be recognized in a manner that depicts both the likelihood of payment and the timing of the related transfer of goods or performance of services. In March 2016, the FASB issued an amendment ASU 2016-12, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) to the new revenue recognition guidance clarifying how to determine if an entity is a principal or agent in a transaction. In April 2016 ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and May 2016 ASU 2016-12, Revenue from Contracts with Customers: Scope Improvements and Practical Expedients, the FASB further amended the guidance to include performance obligation identification, licensing implementation, collectability assessment and other presentation and transition clarifications. The effective date and transition requirements for the amendments is the same as for ASU 2014-09. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic: 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which will be effective for the Company on January 1, 2019. The amendment changes the accounting for equity investments, changes disclosure requirements related to instruments at amortized cost and fair value, and clarifies how entities should evaluate deferred tax assets for securities classified as available for sale. Affected entities should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is evaluating the impact that ASU 2016-01 will have on its Consolidated Financial Statements.

F-49

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize most leases on the balance sheet as a lease liability and corresponding right-of-use asset. The guidance is currently effective for the Company for the year ending December 31, 2020. The Company is currently evaluating the effect of this guidance on the Company’s Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging – Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”), which the Company has adopted as of December 31, 2017. The guidance clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendment is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The adoption of this amendment did not have a material effect on the Company’s Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; (c) forfeitures; and (d) classification on the Consolidated Statements of Cash Flows. The amendments are effective for nonpublic companies for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company adopted this guidance in the year ended December 31, 2017. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model, referred to as the current expected credit loss (“CECL”) model. The new standard will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. ASU 2016-13 simplifies the accounting for purchased credit-impaired debt securities and loans and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Upon adoption, ASU 2016-13 provides for a modified retrospective transition by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is effective. The Company is currently evaluating the impact this standard will have on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and in November 2016 issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The ASUs will be effective January 1, 2019, and amend the existing accounting standards for the statement of cash flows. The amendments provide guidance on the following nine cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle; and restricted cash. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact that these standards will have on the Consolidated Statements of Cash Flows. However, the impact will depend on the facts and circumstances at the time of adoption of the new standards.

F-50

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS (concluded)

In May 2017, the FASB issued ASU 2017-09 Stock Compensation (Topic 718) – Scope of Modification Accounting (“ASU 2017-09”), which the Company has adopted as of December 31, 2017. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The adoption of this amendment did not have a material effect on the Company’s Consolidated Financial Statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard is effective for the Company for the year ending December 31, 2019, with early adoption permitted. The Company is currently evaluating the impact that the implementation of this standard will have on the Company’s Consolidated Financial Statements

NOTE 3: LOANS TO DEVELOPERS, NET

The Company provides financing to borrowers for real estate-related loans. Real estate loans include loans for unoccupied single family or multifamily renovations costing between $20,000 and $2,000,000 over six months to a year.

The following table presents the carrying amount of “Loans to developers, net” by letter grade and performance state as of December 31, 2018 and 2017, respectively:

	Current		Workout		Fundamental Default		Total
Loan grades:
A	$	3,267,744	$	293,473	$	-	$	3,561,217
B		7,073,701		668,100		141,150		7,882,951
C		17,009,297		2,465,820		517,791		19,992,908
D		7,140,347		263,555		228,000		7,631,902
E		192,739		-		-		192,739
F		-		-		-		-
G		-		-		-		-
Carrying amount as of December 31, 2018	$	34,683,828	$	3,690,948	$	886,941	$	39,261,717

	Current		Workout		Fundamental Default		Total
Loan grades:
A	$	1,833,134	$	24,240	$	-	$	1,857,374
B		3,835,133		514,180		54,986		4,404,299
C		8,072,685		1,519,531		230,188		9,822,404
D		2,192,073		906,191		357,144		3,455,408
E		-		-		-		-
F		-		-		-		-
G		-		-		-		-
Carrying amount as of December 31, 2017	$	15,933,025	$	2,964,142	$	642,318	$	19,539,485

F-51

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

Nonaccrual and Past Due Loans

A Loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. “Interest receivable on loans to developers” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest income” and the corresponding “Accrued interest on limited recourse obligations” that has been accrued and is subsequently determined to have doubtful collectability is charged to “Interest expense”. Interest income on Loans that are classified as nonaccrual is subsequently applied to principal until the Loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Past due Loans are loans whose principal or interest is past due 30 days or more. As of December 31, 2018, the Company placed Loans of $3,033,000 recorded to “Loans to developers, net” on nonaccrual status.

The following table presents an analysis of past due Loans as of December 31, 2018 and 2017:

	Carrying Amount		Allowance for Loan Losses		Total
Aging schedule:
Current	$	35,112,798	$	40,000	$	35,072,798
Less than 90 days past due		2,404,830		50,000		2,354,830
More than 90 days past due		1,744,089		410,000		1,334,089
Total as of December 31, 2018	$	39,261,717	$	500,000	$	38,761,717

	Carrying Amount		Allowance for Loan Losses		Total
Aging schedule:
Current	$	15,753,075	$	57,000	$	15,696,075
Less than 90 days past due		2,292,122		59,000		2,233,122
More than 90 days past due		1,494,288		524,000		970,288
Total as of December 31, 2017	$	19,539,485	$	640,000	$	18,899,485

Impaired Loans

The following is a summary of information pertaining to impaired loans as of December 31, 2018:

	Balance
Nonaccrual loans	$	2,146,000
Fundamental default not included above		887,000
Total impaired loans		3,033,000
Interest income recognized on impaired loans	$	400,000

The following table presents an analysis of information pertaining to impaired loans as of December 31, 2018:

	Balance
Principal loan balance	$	3,495,120
Recorded investment with no allowance		2,146,000
Recorded investment with allowance		887,000
Total recorded investment	$	3,033,000
Related allowance		500,000
Average recorded investment	$	230,000

F-52

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

The following is a summary of information pertaining to impaired loans as of December 31, 2017:

	Balance
Nonaccrual loans	$	1,500,000
Fundamental default not included above		640,000
Total impaired loans		2,140,000
Interest income recognized on impaired loans	$	262,438

The following table presents an analysis of information pertaining to impaired loans as of December 31, 2017:

	Balance
Principal loan balance	$	2,423,540
Recorded investment with no allowance		640,000
Recorded investment with allowance		1,500,000
Total recorded investment	$	2,140,000
Related allowance		640,000
Average recorded investment	$	153,000

F-53

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3: LOANS TO DEVELOPERS, NET (continued)

Credit Quality Monitoring

The Company uses three performance states to better monitor the credit quality of outstanding loans. Outstanding loans are characterized as follows:

Current - This status indicates that no events of default have occurred, all payment obligations have been met or none are yet triggered.

Workout - This status indicates there has been one or more payment defaults on the Loan and the Company has negotiated a modification of the original terms that does not amount to a fundamental default.

Fundamental Default - This status indicates a Loan has defaulted and there is a chance the Company will not be able to collect 100% of the principal amount of the Loan by the extended payment date of the corresponding Georgia Notes or LROs. The Company has commenced a formal foreclosure process to secure the real estate property. 

The following table presents “Loans to developers, net” by performance state as of December 31, 2018 and 2017:

	Carrying Amount		Allowance for Loan Losses		Loans to Developers, Net
Performance states:
Current	$	34,683,828	$	-	$	34,683,828
Workout		3,690,948		100,000		3,590,948
Fundamental default		886,941		400,000		486,941
Total as of December 31, 2018	$	39,261,717	$	500,000	$	38,761,717

	Carrying Amount		Allowance for Loan Losses		Loans to Developers, Net
Performance states:
Current	$	15,933,025	$	-	$	15,933,025
Workout		2,964,142		330,000		2,634,142
Fundamental default		642,318		310,000		332,318
Total as of December 31, 2017	$	19,539,485	$	640,000	$	18,899,485

F-54

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3: LOANS TO DEVELOPERS, NET (concluded)

Allowance for Loan Losses

The following table details activity in the allowance for loan losses for the years ended December 31, 2018 and 2017:

	Balance
Balance, December 31, 2017	$	640,000
Allowance for loan loss		240,000
Loans charged off		(380,000	)
Outstanding as of December 31, 2018	$	500,000
Period-end amount allocated to:
Loans individually evaluated for impairment	$	400,000
Loans collectively evaluated for impairment		100,000
Balance, December 31, 2018	$	500,000
Loans:
Individually evaluated for impairment	$	887,000
Collectively evaluated for impairment		2,146,000
Balance, December 31, 2018	$	3,033,000

	Balance
Balance, December 31, 2016	$	700,000
Allowance for loan loss		140,000
Loans charged off		(200,000	)
Outstanding as of December 31, 2017	$	640,000
Period-end amount allocated to:
Loans individually evaluated for impairment	$	310,000
Loans collectively evaluated for impairment		330,000
Balance, December 31, 2017	$	640,000
Loans:
Individually evaluated for impairment	$	640,000
Collectively evaluated for impairment		1,500,000
Balance, December 31, 2017	$	2,140,000

F-55

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 4: OTHER CURRENT ASSETS

“Other current assets” at December 31, 2018 and 2017, consists of the following:

	2018		2017
Other real estate owned (1)	$	418,379	$	234,825
Unbilled servicing revenue		25,127		72,026
Prepaid expenses		21,300		-
Other		19,585		37,917
Other current assets	$	484,391	$	344,768

(1) During the year ended December 31, 2018 the Company transferred $2,071,840 from “Loans to developers, net” to “Other current assets”. Other real estate owned met the held for sale criteria and have been recorded at the lower of carrying amount or fair value less cost to sell. There was no impact to the Company’s Consolidated Statements of Operation from this transfer. The Company recorded a decrease of $439,000 to “Loans to developers, net” and an offsetting decrease to “Limited recourse obligations, net”.

NOTE 5: PROPERTY, EQUIPMENT, SOFTWARE, WEBSITE AND INTANGIBLE ASSETS, NET

“Property, equipment, software, website development costs, and intangible assets, net” at December 31, 2018 and 2017, consists of the following:

	2018			2017
Software and website development costs	$	1,304,993		$	817,893
Less: accumulated amortization		(725,255	)		(396,466	)
Software and website development costs, net	$	579,738		$	421,427

	2018			2017
Computer equipment	$	96,165		$	42,388
Leasehold improvements		12,530			12,530
Furniture and fixtures		134,548			11,090
Office equipment		45,548			2,294
Property and equipment		288,791			68,302
Less: accumulated depreciation and amortization		(79,925	)		(35,182	)
Property and equipment, net	$	208,866		$	33,120

	2018			2017
Domain names	$	30,000		$	30,000
Less:  accumulated amortization		(5,500	)		(3,500	)
Intangible assets, net	$	24,500		$	26,500

Depreciation and amortization expense on “Property, equipment, intangible assets, software, and website development costs, net” for the years ended December 31, 2018 and 2017 was $375,532 and $231,111, respectively.

F-56

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 6: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

“Accounts payable and accrued expenses” at December 31, 2018 and 2017, consists of the following:

	2018		2017
Trade accounts payable	$	762,148	$	834,785
Deferred revenue		867,950		333,067
Accrued interest expense		360,325		149,735
Accrued employee compensation		80,243		202,242
Accrued contractor compensation		-		184,569
Other		422,492		145,759
Accounts payable and accrued expenses	$	2,493,158	$	1,850,157

F-57

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 7: REVOLVING CREDIT FACILITY

On November 1, 2016, the Company’s wholly owned subsidiary, Groundfloor Holdings GA, LLC, as borrower, entered into a revolving credit facility (the “Revolver”) with Revolver Capital, LLC. The credit agreement provided for revolving loans up to a maximum aggregate principal amount of $1,500,000. The Revolver will be used for bridge funding of underlying loans pending approval from the United States Securities and Exchange Commission (“SEC”).

On November 11, 2016, the Company entered into a First Amendment to the Credit Agreement (the “First Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. Collateral security for the Revolver includes all property of the underlying loan, upon which a lien is created in favor of the lender. The First Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $1,500,000 to $2,500,000. The other terms of the credit facility remain unchanged.

On December 21, 2016, the Company entered into a Second Amendment to the Credit Agreement (the “Second Amendment”) which amended the existing Revolver dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Second Amendment amended the Revolver to increase the Revolving Credit Commitments thereunder from $2,500,000 to $3,500,000. The other terms of the credit facility remain unchanged.

On April 7, 2017, the Company entered into a Third Amendment to the Credit Agreement (the “Third Amendment”) which amended the existing credit agreement dated November 1, 2016, among Groundfloor Holdings GA, LLC, as borrower, and Revolver Capital, LLC, as lender. The Third Amendment amended the credit agreement to increase the Revolving Credit Commitments thereunder from $3,500,000 to $4,500,000. In connection with the Third Amendment the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

On April 4, 2018, the Credit Agreement dated as of November 1, 2016, as amended by the First Amendment as of November 11, 2016, the Second Amendment dated as of February 22, 2017 and the Third Amendment dated as of April 7, 2017, was assigned to ACM Alamosa DA LLC. The Company and the lender agreed to amend and restate the Original Credit Agreement in its entirety. The other terms of the credit facility remain unchanged.

On September 18, 2018, the Company increased the Revolving Credit Commitments thereunder from $4,500,000 to $5,500,000. In connection with the increase the Company paid a $10,000 commitment fee, which is capitalized and amortized over a twelve-month period. The other terms of the credit facility remain unchanged.

The Revolver maturity date is April 4, 2019. The Company has the option to request and the lender may, in its sole discretion, elect to extend the maturity date.

As of December 31, 2018, the Company had $0 of available borrowings and $5,500,000 outstanding under the Revolver as presented within Revolving credit facility on the Consolidated Balance Sheets. As of December 31, 2018, the Company reflected $6,667 of deferred financing costs related to the Revolver as a reduction to the Revolving credit facility in the Consolidated Balance Sheets. As of December 31, 2017, the Company reflected $833 of deferred financing costs related to the Revolver as a reduction to the Revolving credit facility in the Consolidated Balance Sheets. Amortization of these costs was $4,166 and $45,000 for the years ended December 31, 2018 and 2017, respectively. Accrued interest on the Revolver, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $111,288 and $34,032 at December 31, 2018 and 2017, respectively.

The Revolver contains certain affirmative and negative covenants, including financial and other reporting requirements. The Company is in compliance with all such covenants at December 31, 2018.

F-58

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 8: CONVERTIBLE NOTES

From March 2017 to May 2017, the Company issued subordinated convertible notes (the “Subordinated Convertible Notes”) to Investors for total proceeds of $825,000. The Subordinated Convertible Notes bear interest at the rate of 8% per annum. The outstanding principal and all accrued but unpaid interest was due and payable on the earlier of September 24, 2018, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “Maturity Date”). In the event of a closing of a preferred stock financing with gross proceeds of at least $8,000,000 (“Qualified Preferred Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of preferred stock issued in the financing at a price per share equal to 75% of the price per share of the Qualified Preferred Financing. In the event of a closing of a common stock financing with gross proceeds of at least $3,000,000 (“Qualified Common Financing”) prior to the Maturity Date, the outstanding principal and all accrued but unpaid interest may be converted into shares of common stock issued in the financing at a price per share equal to 90% of the price per share of the Qualified Common Financing. The indebtedness represented by the Subordinated Convertible Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note. On October 27, 2017, the amended and restated subordinated convertible note agreement and the note amendment agreement amended the subordinated convertible note purchase agreement dated March 24, 2017, and Subordinated Convertible Notes issued thereunder (as amended, the “Restated Subordinated Convertible Notes”), respectively. Pursuant to the Restated Subordinated Convertible Notes, the outstanding principal and all accrued but unpaid interest is due and payable on the earlier of September 30, 2019, or the consummation of a sale of the Company by consolidation, merger, change of majority ownership, or sale or other disposition of all or substantially all of the assets of the Company (the “New Maturity Date”). The interest rate of 8% per annum remained unchanged.

From October 2017 to December 2017, the Company issued Restated Subordinated Convertible Notes to Investors for total proceeds of $1,225,000. The outstanding principal and all accrued but unpaid interest is due and payable on the New Maturity Date. In the event of a closing of a Qualified Financing prior to the New Maturity Date, the outstanding principal and all accrued but unpaid interest would become automatically converted into shares of stock issued in the financing at a price per share equal to 75% of the price per share of the financing. The indebtedness represented by the Restated Subordinated Notes is subordinated in all respects to the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement, and other amounts due in connection with the Revolver and the Note.

In 2018, a Restated Subordinated Convertible Notes holder converted their shares upon closing the 2018 Common Stock Offering, which qualified as a Qualified Common Financing. The noteholder converted $250,000 in principal and $27,617 in accrued interest at a 10% discount into 30,847 shares of common stock. The Company recorded $30,847 to interest expense as a result of the beneficial conversion.

Accrued interest on the Restated Subordinated Convertible Notes, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $186,426 and $52,592 at December 31, 2018 and 2017, respectively.

F-59

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 9: NOTES PAYABLE

On January 11, 2017, the Company entered into a promissory note and security agreement (the “Note”) for a principal sum of $1,000,000. We paid an origination fee of $10,000 concurrently with the funding of the principal of the Note. We subsequently entered into an amendment to the Note extending the payment schedule for a $5,000 amendment fee, a second amendment increasing the principal amount outstanding to $2,000,000 for a $30,000 amendment fee and a third amendment further extending the repayment schedule among other terms described below for a $10,000 amendment fee. The amendment fees were deferred and amortized over the life of the Note.

The Note incurs interest at a rate of 8.0% per annum from January 11, 2017 until September 30, 2017, and 14.0% per annum from October 1, 2017, until payment in full of the Note, in each case calculated on the basis of a 360-day year for the actual number of days elapsed. The Note must be repaid as follows: (i) $250,000, plus accrued but unpaid interest thereon, was due and payable on June 30, 2017; (ii) $250,000, plus any accrued but unpaid interest thereon, is due and payable on March 31, 2019; (iii) $500,000, plus any accrued but unpaid interest thereon, is due and payable on June 30, 2019; (iv) $500,000, plus any accrued but unpaid interest thereon, is due and payable on September 30, 2019; and (v) any remaining outstanding principal amount, plus any remaining accrued but unpaid interest, is due and payable on December 31, 2019.

The Note includes certain financial covenants related to the Company’s quarterly financial results and operating capital. The Note is subject to customary event of default provisions. Upon the occurrence of any event of default, the interest rate under the Note shall increase by 7.0%. As collateral security for the Note, the Company granted first priority security interest in all of its assets, subject to certain exceptions. Among other things, the security interest specifically excludes (i) any assets serving as collateral for the Company’s Revolver; (ii) any Loans for which a series of LROs has been issued, regardless of whether such Loans and corresponding series of LROs have been originated and issued by the Company or one of its subsidiaries; and (iii) the equity interest in any subsidiary formed by the Company for the sole purpose of issuing Loans and corresponding series of LROs.

In connection with the third amendment to the Note, the Company agreed to issue a warrant for the purchase of shares of the Company’s common stock on the first day of each quarter commencing on October 1, 2017, until the Note is repaid in full for the purchase of the following number of shares: (i) for each quarter until and including the first quarter of 2019, 4,000 shares of common stock; (ii) for the second quarter of 2019, 3,500 shares of common stock; (iii) for the third quarter of 2019, 2,300 shares of common stock; and (iv) for the fourth quarter of 2019, 1,100 shares of common stock. The exercise price of the warrants issued on the Note in connection with the third amendment to the Note is $2.40.

As of December 31, 2018, the principal sum of $1,750,000 remains outstanding and is presented in “Short-term notes payable” on the Company’s Consolidated Balance Sheets net of deferred financing fees of $15,370, and debt discount of $90,648, amortizable over the amended term of the Note. Amortization of these costs was $69,222 for the year ended December 31, 2018. As of December 31, 2017, the principal sum of $1,750,000 was outstanding and is presented in “Long-term notes payable” on the Company’s Consolidated Balance Sheets net of deferred financing fees of $30,741, and debt discount of $20,000, amortizable over the amended term of the Note. Amortization of these costs was $24,676 for the year ended December 31, 2017.

Accrued interest on the Note, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $62,611 and $63,111 at December 31, 2018 and 2017, respectively.

The Note includes financial covenants that may trigger events of default or principal acceleration. The Company failed to comply with all the financial covenants during the year-end December 31, 2018. Prior to the filing date of the Consolidated Financial Statements, the Company secured a waiver to prevent a default event and principal acceleration.

F-60

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 9: NOTES PAYABLE (concluded)

In 2018, the Company entered into various secured promissory notes, (the “GROUNDFLOOR Notes”), with accredited Investors. The GROUNDFLOOR Notes are used for the purpose of the Company to originate, buy, and service loans for the purpose of building, buying, or rehabilitating single family and multifamily structures, or buying land, for commercial purposes. The GROUNDFLOOR Notes are issued and secured by the assets of Groundfloor Real Estate 1 LLC, a wholly owned subsidiary of Groundfloor Finance, Inc. As collateral security for GROUNDFLOOR Notes, the Company granted first priority security interest in all the loan assets of its wholly owned subsidiary, Groundfloor Real Estate 1 LLC, subject to certain exceptions. During the year-end December 31, 2018, there were ten notes entered into ranging in interest rates of 3.25% to 5.5% and terms of 30 and 90 days. As of December 31, 2018, the principal sum of $1,281,100 remains outstanding and is presented in “Short-term notes payable” on the Company’s Consolidated Balance Sheets.

Accrued interest on the GROUNDFLOOR Notes, presented within “Accounts payable and accrued expenses” in the Company’s Consolidated Balance Sheets, was $4,100 at December 31, 2018.

NOTE 10: STOCKHOLDERS’ (Deficit) EQUITY

Capital Structure

Authorized Shares - As of December 31, 2018, the Company is authorized to issue 5,000,000 shares of no par value common stock and 1,316,181 shares of no par value preferred stock. The preferred stock has been designated as Series A Preferred Stock (the “Series A”), consisting of 747,385 shares, and Series Seed Preferred Stock (the “Series Seed”), consisting of 568,796 shares (collectively, “Preferred Stock”).

Common Stock Transactions

In February 2018, the Company launched an offering of its common stock under Tier 2 of Regulation A pursuant to an offering statement on Form 1-A qualified by the SEC (the “2018 Common Stock Offering”). The Company offered up to 500,000 shares of common stock at $10 per share, with a minimum investment of $100, or ten shares of common stock. The aggregate initial offering price of the common stock will not exceed $5,000,000 in any 12-month period, and there is no minimum offering amount. The Company may issue up to 30,000 additional bonus shares. The 2018 Common Stock Offering closed on July 31, 2018. During the 2018 Common Stock Offering, the Company issued 437,917 shares of common stock for gross proceeds of $4,228,670. The Company incurred offering costs of $125,000 related to the 2018 Common Stock Offering. During the year ended December 31, 2018, the Company recorded $150,500 in beneficial interest related to the bonus shares issued in connection with the 2018 Common Stock Offering to “General and administrative” in the Company’s Consolidated Statement of Operations. In conjunction with the 2018 Common Stock Offering, the Company converted one noteholder’s outstanding restated subordinated convertible notes payable and accrued interest totaling $277,617 into 30,847 shares of common stock.

In October 2018, the Company entered into a common stock purchase agreement for private placement of 125,000 shares of the Company’s common stock for gross proceeds of $1,500,000.

F-61

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 10: STOCKHOLDERS’ (Deficit) EQUITY (concluded)

Preferred Stock Transactions

Series A

During 2015, the Company issued 709,812 shares of Series A to Investors for total proceeds of $4,748,705. In conjunction with the equity issuance, the Company converted all outstanding promissory notes payable and accrued interest totaling $251,295 into 37,561 shares of Series A.

Series Seed

During 2015 and 2014, the Company issued 201,146 and 91,259 shares, respectively, to Investors for total proceeds of $1,047,000 and $475,000. In conjunction with the equity issuance in 2014, the Company converted all outstanding convertible notes payable and accrued interest totaling $1,098,388 into 276,391 shares of Series Seed.

Voting - The holders of Preferred Stock are entitled to one vote for each share of common stock into which the preferred shares are convertible.

Liquidation - Upon any liquidation, dissolution, or winding up of the Company, the holders of Series A shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock or Series Seed, an amount per share equal to the greater of: i) the Series A original issue price of $6.69 per share, plus any dividends declared but unpaid, and ii) such amount per share as would have been payable had all shares of Series A been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series A the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series A pro rata in accordance with their ownership thereof.

After payment in full of the Series A preference amount, the Series Seed stockholders are entitled to a liquidation preference equal to the greater of: i) the Series Seed original issue price of $5.205 per share, plus any dividends declared but unpaid, or ii) such amount per share as would have been payable had all shares of Series Seed been converted into common stock immediately prior to such liquidation, dissolution, or winding up. If the available assets are insufficient to pay the holders of shares of Series Seed the full amount to which they shall be entitled, then all of the available assets shall be distributed to the holders of the Series Seed pro rata in accordance with their ownership thereof. Any assets remaining after such preferential distribution shall be distributed to holders of the common stock.

Conversion - Shares of Preferred Stock are convertible into shares of common stock at the option of the holder at any time. The number of common stock shares for Preferred Stock can be determined by dividing the original issue price by the then-effective conversion price.

Mandatory Conversion - All outstanding shares of Preferred Stock shall automatically be converted into shares of common stock upon the closing of the sales of shares of common stock to the public, with gross proceeds to the Company of at least $30,000,000. All outstanding shares of Series A shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series A, voting as a single class. All outstanding shares of Series Seed shall automatically be converted into shares of common stock by the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series Seed, voting as a single class.

Dividends - All dividends shall be declared pro rata on the common stock and Preferred Stock on a pari passu basis according to the numbers of common stock held by such holders on an as converted basis.

F-62

 GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 11: STOCK OPTIONS AND WARRANTS

Stock Options

In August 2013, the Company adopted the 2013 Stock Option Plan (the “Plan”). The Plan provides incentives to eligible employees, officers, and directors in the form of incentive stock options, non-qualified stock options, and restricted stock awards. During the year ended December 31, 2018, the Company increased the shares available for common stock issuance under the Plan by 150,000. As of December 31, 2018 the Company reserved a total of 400,000 shares of common stock for issuance under the Plan. Of these shares, 65,004 shares are available for future stock option grants as of December 31, 2018.

The Board of Directors has the authority to administer the Plan and determine, among other things, the interpretation of any provisions of the Plan, the eligible employees who are granted options, the number of options that may be granted, vesting schedules, and option exercise prices. The Company’s stock options have a contractual life not to exceed ten years. The Company issues new shares of common stock upon exercise of stock options.

Due to limited historical data, the Company estimates stock price volatility based on the actual volatility of comparable publicly traded companies over the expected life of the option. The expected term represents the average time that options that vest are expected to be outstanding. The expected term for options granted to non-employees is the contractual life. The risk-free rate is based on the United States Treasury yield curve for the expected life of the option.

Management used the Black-Scholes-Merton option pricing model to determine the fair value of options issued during the years ended December 31, 2018 and 2017.

The assumptions used to calculate the fair value of stock options granted are as follows:

For the Year Ended December 31, 2018	Non- Employees			Employees
Estimated dividend yield		-	%		-	%
Expected stock price volatility		55.0	%		50.0	%
Risk-free interest rate		3.0	%		2.8	%
Expected life of options (in years)		10.0			6.25
Weighted-average fair value per share	$	6.71		$	5.65

For the Year Ended December 31, 2017	Non- Employees			Employees
Estimated dividend yield		-	%		-	%
Expected stock price volatility		52.3	%		50.0	%
Risk-free interest rate		1.8	%		2.0	%
Expected life of options (in years)		10.0			5.9
Weighted-average fair value per share	$	4.67		$	4.48

F-63

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 11: STOCK OPTIONS AND WARRANTS (continued)

The following summarizes the stock option activity for the years ended December 31, 2018 and 2017:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding as of December 31, 2016		173,463		$	1.64
Exercised		(5,336	)		0.97
Terminated		(23,894	)		2.40
Granted		90,050			2.40
Outstanding as of December 31, 2017		234,283		$	1.88
Exercised		(2,415	)		2.40
Terminated		(10,419	)		4.81
Granted		98,476			10.41
Outstanding as of December 31, 2018		319,925		$	4.40		7.7	$	2,431,000
Exercisable as of December 31, 2018		209,601			2.10		6.8	$	2,075,000
Expected to vest after December 31, 2018		110,324			8.77		9.4	$	356,000

The following table summarizes certain information about all stock options outstanding as of December 31, 2018:

Exercise Price		Number of Options Outstanding		Weighted-Average Remaining Contractual Life (In Years)		Number of Options Exercisable
$	0.67		64,000		5.0		64,000
	1.87		51,857		6.6		50,940
	2.40		103,092		8.4		77,585
	3.99		10,000		5.8		10,000
	10.00		55,475		9.6		4,574
	12.00		35,501		10.0		2,502
			319,925				209,601

As of December 31, 2018, there was approximately $554,000 of total unrecognized compensation cost related to stock option arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years. The total intrinsic value of stock option awards exercised was approximately $23,000 during the fiscal year ended December 31, 2018.

The Company recorded $53,395 and $42,308 in non-employee and $191,748 and $89,314 in employee share-based compensation expense during 2018 and 2017, respectively.

F-64

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 11: STOCK OPTIONS AND WARRANTS (concluded)

Warrants

The Company issued 11,175 warrants during the year ended December 31, 2017, for the purchase of common stock. The warrants are exercisable immediately at $2.40 or $6.69 with a contractual term of ten years. The estimated fair value of the warrants was approximately $48,441 when issued. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $4.33: risk-free interest rate of 2.1%, expected life of ten years, dividend yields of 0% and volatility factor of 55.0%.

The Company issued 16,000 warrants during the year ended December 31, 2018, for the purchase of common stock. The warrants are exercisable immediately at $2.40 with a contractual term of ten years. The estimated fair value of the warrants was approximately $124,500 when issued. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $7.79, risk-free interest rate of 2.9%, expected life of ten years, dividend yields of 0%, and volatility factor of 55.0%.

Of the warrants issued during the year ended December 31, 2018, 16,000 were issued in conjunction with the Note. The warrants were recorded for $124,500 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and will be amortized to interest expense over the estimated term of the Note. Of the warrants issued during the year ended December 31, 2017, 4,000 were issued in conjunction with the Note. The warrants were recorded for $20,000 as a debt discount to “Long-term notes payable” and corresponding increase in “Additional paid-in capital” and will be amortized to interest expense over the estimated term of the Note. The Company recognized interest expense of $53,852 and $28,441 during the years ended December 31, 2018 and 2017, respectively.

Additionally, the Company recognized $36,000 in share-based compensation expense during 2018 related to warrants issued in a prior period. The fair value was calculated using the Black-Scholes-Morton pricing model with the following weighted-average assumptions yielding a weighted average fair value of $2.39, risk-free interest rate of 2.08%, expected life of ten years, dividend yields of 0%, and volatility factor of 51.2%.

None of the warrants have been exercised as of December 31, 2018.

NOTE 12: INCOME TAXES

On December 22, 2017, the United States enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for the tax year beginning January 1, 2018.  Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date.  As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse.  The corresponding adjustment would generally affect the income tax expense (benefit) shown on the Consolidated Statements of Operations.  However, since the Company has a full valuation allowance applied against its deferred tax asset, there is no impact to the income tax expense for the year ended December 31, 2018.

F-65

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 12: INCOME TAXES (concluded)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s deferred income tax assets and liabilities as of December 31, 2018 and 2017, are as follows:

	2018			2017
Deferred income tax assets and liabilities:
Net operating loss carryforwards	$	4,473,000		$	2,887,000
Accrued expenses		21,000			101,000
Share-based compensation		82,000			45,000
Accrued interest		94,000			39,000
Research and development credit		25,000			25,000
Depreciation and amortization		(31,000	)		(30,000	)
Valuation allowance		(4,664,000	)		(3,067,000	)
	$	-		$	-

The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such asset. The valuation allowance increased by approximately $1,597,000 and $279,000, respectively, during the years ended December 31, 2018 and 2017.

As of December 31, 2018, the Company has federal and state net operating loss carryforwards of approximately $17,204,000 available to offset future federal and state taxable income, which begin to expire in 2033 and 2028. The Tax Reform Act of 1986 contains provisions which limit the ability to utilize the net operating loss carryforwards in the case of certain events, including significant changes in ownership interests. If the Company’s net operating loss carryforwards are limited, and the Company has taxable income which exceeds the permissible yearly net operating loss carryforwards, the Company would incur a federal income tax liability even though net operating loss carryforwards would be available in future years.

Income taxes computed at the statutory federal income tax rate are reconciled to the provision for income tax expense for 2018 and 2017 as follows:

	2018						2017
	Amount			% of Pre-Tax Earnings			Amount			% of Pre-Tax Earnings
Income tax expense (benefit) at statutory rate	$	(1,281,000	)		(21.0	)%	$	(1,389,000	)		(34.0	)%
Deferred tax impact of enacted tax rate and law changes		-			-	%		1,443,000			35.3	%
State taxes (net of federal benefit)		(278,000	)		(4.6	)%		(186,000	)		(4.6	)%
Non-deductible expenses		(38,000	)		(0.6	)%		(147,000	)		(2.6	)%
Change in valuation allowance		1,597,000			26.2	%		279,000			5.9	%
Provision for income tax expense	$	-			0.0	%	$	-			0.0	%

The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2018 and 2017, the Company had no accrued interest related to uncertain tax positions.

F-66

GROUNDFLOOR FINANCE INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 13: RELATED PARTY TRANSACTIONS

ISB Development Corp.

The Company’s Note holder, ISB Development Corp, is owned and operated by a director of the Company. In January 2017, the Company’s Board of Directors approved the execution of the promissory note and security agreement (the “Note”) and subsequent amendments. See Note 9 for further discussion and disclosure associated with the Note.

Del Oro Rock LLC

In August 2017, the Company launched its new whole loan sale program. In connection with the new program, the Company sold a Loan at par to Del Oro Rock LLC for $350,000. Del Oro Rock LLC is owned and operated by a member of management and stockholder of the Company.

In October 2017, the Company issued 7,550 warrants to Del Oro Rock LLC. The warrants were issued as a part of the Company’s Cornerstone Investor Program. A cornerstone investor is expected to participate in LROs at an agreed upon amount. The Company recorded $28,441 to “Additional paid-in capital” and share-based compensation expense during the year ended December 31, 2017.

NOTE 14: COMMITMENTS AND CONTINGENCIES

The Company has a noncancelable operating lease agreement for office space. The lease contains a renewal option within 67 months of the commencement date of September 2018. Rent expense for operating leases, which has escalating rents over the term of the lease, is recorded on a straight-line basis over the minimum lease terms. Rent expense under the operating lease was $60,766 during the year ended December 31, 2018.

As of December 31, 2018, the approximate amounts of the annual future minimum lease payments under noncancelable operating leases obligations are as follows:

	Balance
Years ending December 31,
2019	$	172,329
2020		265,261
2021		273,219
2022		281,416
2023		289,858
Thereafter		98,777
	$	1,380,860

NOTE 15: SUBSEQUENT EVENTS

On February 12, 2018, the United States Securities and Exchange Commission issued a Notice of Qualification of the Company’s Offering Circular. On January 14, 2019 and on February 25, 2019, the Company filed amendments to this offering circular raising the price to $13.50 and $15.00 respectively. As of March 21, 2019 the Company has sold approximately $1,500,000 comprising of securities sold through the qualified offering circular, and securities sold through exemptions. The Company may sell additional securities through 2019.

Subsequent events were evaluated through March 21, 2019, the date the Consolidated Financial Statements were available to be issued.

Except as expressly set forth herein, the Company’s offering of Groundfloor Limited Recourse Obligations, as described in the Offering Circular, as amended or otherwise supplemented by the Company’s public reports filed with the Securities and Exchange Commission and available at the Commission’s website, www.sec.gov, which the Company incorporates by reference in the Offering Circular, remains unchanged.

F-67

PART III — EXHIBITS

Exhibit Index

			Incorporated by Reference
Exhibit Number	Exhibit Description (hyperlink)	Filed Herewith	Form	File No.	Exhibit	Filing Date
2.1	Groundfloor Finance Inc. Second Amended and Restated Articles of Incorporation		1-A/A	024-10496	2.1	November 25, 2015
2.2	Groundfloor Finance Inc. Bylaws		1-A/A	024-10440	2.2	July 1, 2015
3.1	Amended and Restated Investors’ Rights Agreement		1-A/A	024-10496	3.1	November 25, 2015
3.2	Form of Investor Agreement		1-A/A	024-10753	3.2	November 1, 2018
3.3	Preferred Stock Voting Agreement		1-A/A	024-10753	3.3	November 30, 2017
4.1	Standard Form of LRO Agreement (incorporated by reference from the Offering Circular)		1-A/A	024-10496	N/A	October 22, 2018
6.1	Executive Employment Agreement with Brian Dally dated November 19, 2014		1-A/A	024-10440	6.1	July 1, 2015
6.2	Executive Employment Agreement with Nikhil Bhargava dated November 19, 2014		1-A/A	024-10440	6.2	July 1, 2015
6.3	2013 Stock Option Plan		1-A/A	024-10440	6.6	July 1, 2015
6.4	Option Award Agreement for Michael Olander Jr.		1-A/A	024-10440	6.8	July 1, 2015
6.5	Option Award Agreement for Richard Tuley		1-A	024-10488	6.11	October 7, 2015
6.6	Option Award Agreement for Bruce Boehm		1-A	024-10488	6.12	October 7, 2015
6.7	Series Seed Preferred Stock Purchase Agreement		1-A/A	024-10440	3.1	July 1, 2015
6.8	Series A Preferred Stock Purchase Agreement		1-A/A	024-10496	6.18	November 25, 2015
6.9	Right of First Refusal and Co-Sale Agreement		1-A/A	024-10496	6.19	November 25, 2015
6.10	Promissory Note and Security Agreement, as amended		1-A POS	024-10496	6.10	October 18, 2017
6.11	Form of Loan Agreement		1-A/A	024-10440	6.14	July 1, 2015
6.12	Form of Promissory Note		1-A/A	024-10440	6.15	July 1, 2015
6.13	Loan Purchase Agreement with Harvest Residential Loan Acquisition, LLC		1-A/A	024-10758	6.11	January 22, 2018
6.14	Servicing Agreement with Harvest Residential Loan Acquisition, LLC		1-A/A	024-10758	6.12	January 22, 2018
11.1	Consent of Hughes Pitman & Gupton, LLP		1-A/A	024-10753	11.1	April 17, 2019
11.2	Consent of Robbins Ross Alloy Belinfante Littlefield LLC (included as part of Exhibit 12.1)	X
12.1	Opinion of Robbins Ross Alloy Belinfante Littlefield LLC	X

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 September 9, 2019.

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)	September 9, 2019
Brian Dally
/s/ Nick Bhargava	Executive Vice President, Secretary, Acting Chief Financial Officer and Director (Principal Financial and Accounting Officer)	September 9, 2019
Nick Bhargava
*	Director	September 9, 2019
Sergei Kouzmine
*	Director	September 9, 2019
Bruce Boehm
*	Director	September 9, 2019
Michael Olander Jr.
*	Director	September 9, 2019
Richard Tuley Jr.

*By:	/s/ Nick Bhargava
Nick Bhargava
Attorney-in-fact

EX1A-12 OPN CNSL

Exhibit 12.1

VINCENT R. RUSSO

DIRECT LINE: 404-856-3260

Email: vrusso@robbinsfirm.com

September 9, 2019

VIA ELECTRONIC MAIL

Groundfloor Finance Inc.

600 Peachtree St. NE

Suite 810
Atlanta, GA 30308Atlanta, Georgia 30308

nick@groundfloor.us

Re:       Post-Qualification Amendment No. 59 to Offering Statement on Form 1-A

Ladies and Gentlemen:

At your request, we have examined Post-Qualification Amendment No. 59 (the “Amendment”), dated September 9, 2019, to the Offering Statement on Form 1-A of Groundfloor Finance Inc. (the “Company”) (File 024-10753), which was initially qualified by the Securities and Exchange Commission (the “Commission”) on January 4, 2018 pursuant to the provisions of Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). The Amendment is being filed in connection with the offer and sale of up to $2,317,210 aggregate principal amount of Limited Recourse Obligations (the “Securities”) offered by the Company. The Securities will be purchased and sold pursuant to a Form of Investor Agreement (the “Investor Agreement”) and a Standard Form of LRO Agreement (the “LRO Agreement”) as set forth in Part III of the Offering Statement, and as entered into between the Company and each purchaser of the Securities (“Purchasers”).

In rendering this opinion, we have examined such records and documents as we have deemed necessary in order to give the opinion set forth herein, including the following:

(1) The Second Amended and Restated Articles of Incorporation of the Company filed with the Georgia Secretary of State on November 23, 2015 (included as Exhibit 2.1 to the Offering Statement);

(2) The Bylaws of the Company (filed as Exhibit 2.2 to the Offering Statement);

(3) The Amendment, the Offering Statement, the Offering Circular included as Part II of the Offering Statement, and the exhibits filed as a part thereof or incorporated therein by reference;

robbins ♦ ross ♦ alloy ♦ belinfante ♦ littlefield _LLC 

500 14^th street, nw · atlanta, ga 303318 · www.robbinsfirm.com

Groundfloor Finance Inc.

September 9, 2019

Page 2

(4) Action of the Directors of the Company authorizing the offer and sale of the Securities pursuant to the terms of the Amendment; and

(5) Public records of the Georgia Secretary of State indicating the Company is active and in good standing pursuant to the Georgia Business Corporation Code.

In reviewing documents for this opinion, we have assumed and express no opinion as to the authenticity and completeness of all documents submitted to us, including the conformity of all copies to the originals, and the legal capacity of all persons or entities executing the documents. Additionally, in rendering the opinions set forth below, we have assumed that: (i) each Purchaser has the legal capacity or power, corporate or other, to enter into and perform all such obligations under the Investor Agreement and LRO Agreement; (ii) any and all representations of the Company are correct as to questions of fact; (iii) unless otherwise exempt, the Securities will be properly qualified as necessary in each state in which the Securities are to be offered or sold; and (iv) the public offer or sale of the Securities shall be exempt from registration under Section 3(b) of the Securities Act.

This opinion is qualified by and subject to, and we render no opinion with respect to, the following limitations and exceptions to the enforceability of the Securities:

(a) The effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors;

(b) The effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether in a proceeding in equity or at law;

(c) The effect of laws relating to banking, usury or permissible rates of interest for loans, forbearances or the use of money;

(d) The effect of provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws; and

(e) The financial condition of the Company.

The opinions expressed herein are limited to the laws of the State of Georgia, as currently in effect and without regard to principles or laws regarding choice of law or conflict of laws, and whether the Securities are the valid and binding obligations of the Company. No opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

This opinion is based on our understanding that prior to issuing any Securities, the Company will advise us in writing of the terms thereof and other information material thereto, and will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate with respect to such Securities. We also assume the Company will timely file any and all supplements or amendments to the Amendment, the Offering Statement or the Offering Circular as are necessary to comply with applicable laws in effect from time to time; however, we undertake no responsibility to monitor the Company’s future compliance with applicable laws, rules or regulations of the Commission or any other governmental body.

Robbins ♦ Ross ♦ Alloy ♦ Belinfante ♦ Littlefield _LLC 

500 14^TH STREET, NW · ATLANTA, GA 303318 · www.robbinsfirm.com

Groundfloor Finance Inc.

September 9, 2019

Page 3

Based upon the foregoing, we are of the following opinion that:

(1) The Company is a corporation validly existing, in good standing, under the laws of the State of Georgia;

(2) The Company has the power to create the obligation covered by the Amendment, and has taken the required steps to authorize entering into the obligations covered by the Amendment;

(3) The Securities have been duly authorized by the Company; and

(4) The Securities, when paid for by and delivered to the Purchasers in accordance with the terms of the Investor Agreement and the LRO Agreement, will be valid, binding obligations of the Company in accordance with the terms therein.

This opinion is intended solely for use in connection with the issuance and sale of the Securities subject to the Amendment and is not to be relied upon for any other purpose. This opinion is based on facts and law existing as of the first date written above and rendered as of such date. Specifically, and without implied limitation, we assume no obligation to advise the Company of any fact, circumstance, event or change in the law subsequent to the date of effectiveness of the Amendment, compliance with any continuing disclosure requirements that may be applicable, or of any facts that may thereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 12.1 to the Amendment and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Amendment. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely yours,

/s/ Vincent R. Russo

On behalf of Robbins Ross Alloy

belinfante littlefield llc

robbins ♦ ross ♦ alloy ♦ belinfante ♦ littlefield _LLC 

500 14^th street, nw · atlanta, ga 303318 · www.robbinsfirm.com