schemaVersion:

1-A: Filer Information

Issuer CIK
0001588504 
Issuer CCC
XXXXXXXX 
DOS File Number
 
Offering File Number
024-10440 
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Submission Contact Information

Name
 
Phone
 
E-Mail Address
 

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

GROUNDFLOOR FINANCE INC. 

Jurisdiction of Incorporation / Organization

GEORGIA  

Year of Incorporation

2013 

CIK

0001588504 

Primary Standard Industrial Classification Code

FINANCE SERVICES 

I.R.S. Employer Identification Number

46-3414189 

Total number of full-time employees

9 

Total number of part-time employees

0 

Contact Infomation

Address of Principal Executive Offices

Address 1

75 Fifth Street, NW 

Address 2

Suite 214 

City

Atlanta 

State/Country

GEORGIA  

Mailing Zip/ Postal Code

30308 

Phone

404-850-9225 

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

Nick Bhargava 

Address 1

 

Address 2

 

City

 

State/Country

 

Mailing Zip/ Postal Code

 

Phone

 

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

Balance Sheet Information

Cash and Cash Equivalents

$ 540190.00 

Investment Securities
$ 0.00 
Total Investments

$  

Accounts and Notes Receivable

$ 375748.00 

Loans

$  

Property, Plant and Equipment (PP&E):

$ 1916.00 

Property and Equipment

$  

Total Assets

$ 993356.00 

Accounts Payable and Accrued Liabilities

$ 428800.00 

Policy Liabilities and Accruals

$  

Deposits

$  

Long Term Debt

$ 0.00 

Total Liabilities

$ 811890.00 

Total Stockholders' Equity

$ 181466.00 

Total Liabilities and Equity

$ 993356.00 

Income Statement Information

Total Revenues

$ 12282.00 

Total Interest Income

$  

Costs and Expenses Applicable to Revenues

$ 5686.00 

Total Interest Expenses

$  

Depreciation and Amortization

$ 22111.00 

Net Income

$ -1620270.00 

Earnings Per Share - Basic

$ -1.44 

Earnings Per Share - Diluted

$ -1.44 

Name of Auditor (if any)

Hughes Pittman and Gupton LLP 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock 

Common Equity Units Outstanding

1123750 

Common Equity CUSIP (if any):

000000N/A 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

N/A 

Preferred Equity

Preferred Equity Name of Class (if any)

Series Seed 

Preferred Equity Units Outstanding

522784 

Preferred Equity CUSIP (if any)

000000N/A 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

N/A 

Debt Securities

Debt Securities Name of Class (if any)

N/A 

Debt Securities Units Outstanding

0 

Debt Securities CUSIP (if any):

000000N/A 

Debt Securities Name of Trading Center or Quotation Medium (if any)

N/A 

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox not checked

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Radio button checked Tier1 Radio button not checked Tier2
Check the appropriate box to indicate whether the financial statements have been audited Radio button not checked Unaudited Radio button checked Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Checkbox checkedDebt 

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 10.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 545000.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00 
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00 
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00 
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 545000.00 

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Underwriters - Fees
$  
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$  
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$  
Accounting or Audit - Name of Service Provider
Hughes Pittman & Gupton, LLP
Accounting or Audit - Fees
$ 30000.00 
Legal - Name of Service Provider
Smith Anderson, et al. Robbins Ross, et al.
Legal - Fees
$ 458000.00 
Promoters - Name of Service Provider
Promoters - Fees
$  
Blue Sky Compliance - Name of Service Provider
N/A
Blue Sky Compliance - Fees
$ 6000.00 
CRD Number of any broker or dealer listed:
 
Estimated net proceeds to the issuer
$  
Clarification of responses (if necessary)
The response to "Number of securities offered" above represents the aggregate principal amount of Limited Recourse Obligations being offered by the issuer. The Limited Recourse Obligations are limited debt obligations of the issuer.
 

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

CALIFORNIA
DISTRICT OF COLUMBIA
GEORGIA
ILLINOIS
MARYLAND
MASSACHUSETTS
TEXAS
VIRGINIA
WASHINGTON

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None Checkbox checked
Same as the jurisdictions in which the issuer intends to offer the securities Checkbox not checked
Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None Checkbox not checked

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
GROUNDFLOOR Inc. 
(b)(1) Title of securities issued
Convertible Promissory Notes
 
(2) Total Amount of such securities issued
750000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
Convertible promissory notes were issued for aggregate principal amount of $750,000.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Groundfloor Finance Inc. 
(b)(1) Title of securities issued
Series Seed Preferred Stock
 
(2) Total Amount of such securities issued
522784
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$2,197,500. Convertible promissory notes with aggregate principal value of $915,000 converted into 276,391 shares of Series Seed Preferred Stock. 246,393 shares were sold at $5.205 per share for aggregate proceeds of approximately $1,282,500.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
Rule 506 of Regulation D