Post-Qualification Offering Circular Amendment No. 52

File No. 024-10496

PART II

OFFERING CIRCULAR

 Groundfloor Finance Inc.

Eight Series of Limited Recourse Obligations

Totaling $1,270,540

Dated: September 28, 2017

This Post-Qualification Offering Circular Amendment No. 52 (this “PQA”) amends the offering circular of Groundfloor Finance Inc., dated December 8, 2015, as qualified on December 15, 2015, 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. 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.

This PQA relates to the offer and sale of up to an additional $1,270,540 in aggregate amount of Limited Recourse Obligations (the “LROs”) consisting of 8 separate series of LROs to be issued by Groundfloor Finance Inc. (the “Company,” “we,” “us,” or “our”).

We own and operate a web-based investment platform accessible at www.groundfloor.us (the “Platform”) on which we conduct our business. Our principal offices are located at 75 Fifth Street, NW, Suite 2170, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225.  Our mailing address is PO Box 79346, Atlanta, GA 30357.

We will issue the LROs in distinct series, each corresponding to a real estate development project (each, a “Project”) financed by a commercial loan from us (each, a “Loan”). The borrower for each Project is a legal entity (the “Borrower”) that owns the underlying property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Borrower.

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 the amount of payments, if any, actually receive as payments 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 series of 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 section titled “General Terms of the LROs—Administration, Service, Collection and Enforcement of Loan Documents” 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 16 of the Offering Circular.

We will commence the offering of each series of LROs promptly after the date this PQA is qualified by posting on the 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 Platform.

This Offering is being conducted on a “best-efforts” basis, which means 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 LROs offered hereby may only be purchased by investors residing in California, Georgia, Illinois, Maryland, Massachusetts, Texas, Virginia, Washington, and the District of Columbia. We may also offer or sell LROs in other states by qualifying an offering statement covering the LROs in those states in reliance on exemptions from registration requirements of the laws of those states. The Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be, unlawful, prior to registration or qualification under the laws of any such state. In addition, the LROs are offered only to investors who meet certain financial suitability requirements. See the section titled “Investor Suitability Requirements” of the Offering Circular.

NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES AND FINANCIAL RISK TOLERANCE LEVEL. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.

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	$	57,000		N/A	$	57,000		N/A
Total Maximum	$	1,270,540		N/A	$	1,270,540		N/A

⁽¹⁾ We estimate all expenses for this Offering to be approximately $4,500, which will not be financed with the proceeds of the Offering.

⁽²⁾ Assumes no promotions or discounts applied to any offerings covered by this PQA.

Incorporation by Reference of Offering Circular

The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10496) that we filed with the Securities and Exchange Commission (the “Commission”). We hereby incorporate by reference into this PQA 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. 11 to the Offering Circular, including the Financial Statements beginning on page F-1 thereof;

3. Post-Qualification Amendment No. 34 to the Offering Circular;

4. Offering Circular Supplement No. 11 to the Offering Circular;

5. Post-Qualification Amendment No. 36 to the Offering Circular;

6. Post-Qualification Amendment No. 44 to the Offering Circular, including the Financial Statements beginning on page F-1 thereof;

7. Post-Qualification Amendment No. 51 to the Offering Circular, including the Financial Statements beginning on page F-1 thereof (upon qualification with the Commission; and

8. Offering Circular Supplement No. 19 to the Offering Circular, until such time as Post-Qualification No. 51, or another post-qualification amendment containing substantially similar information, is qualified by order of the Commission.

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 this Offering Circular

The following tabular information is added under “The LROs Covered by this Offering Circular” on page 10 and page 100 of the Offering Circular:

Series of LRO/Project Name: 636 Woodvine Circle, Birmingham, AL 35215
Developer (borrowing entity): BESSZELLS L.L.C.
Aggregate Purchase Amount of the LRO: $57,000	Expected Return Rate of the LRO:  14.5% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project:      636 Woodvine Circle, Birmingham, AL 35215	·    Loan Principal: $57,000 ·    Interest Rate: 14.5% and Grade: D ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

2

Series of LRO/Project Name: 921 Shadeland Avenue, Burlington, NJ 08016
Developer (borrowing entity): AIS PROPERTIES LLC
Aggregate Purchase Amount of the LRO: $79,170	Expected Return Rate of the LRO:  10.5% per annum
Final Payment Date: 9 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project:      921 Shadeland Avenue, Burlington, NJ 08016	·    Loan Principal: $79,170 ·    Interest Rate: 10.5% and Grade: C ·    Term and Repayment Terms:     9 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

Series of LRO/Project Name: 1929 Valley Woods Drive, Riverdale, GA 30296
Developer (borrowing entity): WOOD STREET INVESTMENTS LLC
Aggregate Purchase Amount of the LRO: $92,150	Expected Return Rate of the LRO:  14.5% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project:      1929 Valley Woods Drive, Riverdale, GA 30296	·    Loan Principal: $92,150 ·    Interest Rate: 14.5% and Grade: D ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

3

Series of LRO/Project Name: 5524 West Gladys Avenue, Chicago, IL 60644
Developer (borrowing entity): S N Realty Services LLC
Aggregate Purchase Amount of the LRO: $120,390	Expected Return Rate of the LRO:  8.5% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project:      5524 West Gladys Avenue, Chicago, IL 60644	·    Loan Principal: $120,390 ·    Interest Rate: 8.5% and Grade: B ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

Series of LRO/Project Name: 105 Bear Creek Road West, Eatonton, GA 31024
Developer (borrowing entity): Walton Renovations LLC
Aggregate Purchase Amount of the LRO: $149,280	Expected Return Rate of the LRO:  8.5% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project: 105 Bear Creek Road West, Eatonton, GA 31024	·    Loan Principal: $149,280 ·    Interest Rate: 8.5% and Grade: B ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

4

Series of LRO/Project Name: 1130 West Lake Brantley Road, Altamonte Springs, FL 32714
Developer (borrowing entity): PENDEHL LLC
Aggregate Purchase Amount of the LRO: $176,760	Expected Return Rate of the LRO:  14.0% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project: 1130 West Lake Brantley Road, Altamonte Springs, FL 32714	·    Loan Principal: $176,760 ·    Interest Rate: 14.0% and Grade: D ·    Term and Repayment Terms:       12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

Series of LRO/Project Name: 14 Grove Street, Cranford, NJ 07016
Developer (borrowing entity): Seni Real Estate Holding II LLC
Aggregate Purchase Amount of the LRO: $239,180	Expected Return Rate of the LRO:  11.0% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project: 14 Grove Street, Cranford, NJ 07016	·    Loan Principal: $239,180 ·    Interest Rate: 11.0% and Grade: C ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

5

Series of LRO/Project Name: 11102 Greenspring Avenue, Baltimore, MD 21209
Developer (borrowing entity): 11102 Greenspring Avenue LLC
Aggregate Purchase Amount of the LRO: $356,610	Expected Return Rate of the LRO:  11.0% per annum
Final Payment Date: 12 months following issuance	Extended Payment Date: maximum of two years following Final Payment Date
General Information on Project:	Details of Loan:
·    Purpose for Loan: Acquisition & Renovation ·    Address/Location of Project: 11102 Greenspring Avenue, Baltimore, MD 21209	·    Loan Principal: $356,610 ·    Interest Rate: 11.0% and Grade: C ·    Term and Repayment Terms:     12 months – Balloon payment ·    Loan Position: First Lien
Financing Conditions: Receipt of clean title search.  Title insurance obtained in connection with closing the Loan.

Plan of Distribution

The following disclosure is added on page 102 of the Offering Circular under the table included under “Plan of Distribution”:

The table below lists the additional Projects covered by this PQA for which we are offering eight separate series of LROs. Each series of LROs is denominated by the corresponding Project’s name.

Series of LROs/Project	Aggregate Purchase Amount/Loan Principal
636 Woodvine Circle, Birmingham, AL 35215	$	57,000
921 Shadeland Avenue, Burlington, NJ 08016		79,170
1929 Valley Woods Drive, Riverdale, GA 30296		92,150
5524 West Gladys Avenue, Chicago, IL 60644		120,390
105 Bear Creek Road West, Eatonton, GA 31024		149,280
1130 West Lake Brantley Road, Altamonte Springs, FL 32714		176,760
14 Grove Street, Cranford, NJ 07016		239,180
11102 Greenspring Avenue, Baltimore, MD 21209		356,610
Total	$	1,270,540

Project Summaries

Each Project Summary attached below is included in the Offering Circular following page PS-322.

6

PROJECT SUMMARIES FOR OFFERING CIRCULAR AMENDMENT NO. 52

PROJECT SUMMARY | 636 WOODVINE CIRCLE, BIRMINGHAM, AL 35215 D Rate Projected Term Loan to ARV Loan Amount Investors 14.5% 12 months 69.5% $57,000 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $57,000 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER BESSZELLS L.L.C. Michael Nation - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $82,000 $15,400 Total Project Costs $66,600 GROUNDFLOOR $57,000 $9,600 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $57,000 Loan To ARV 69.5% Purchase Date 09/21/2017 Loan To Total Project Cost 85.6% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $82,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 636 WOODVINE CIRCLE, BIRMINGHAM, AL 35215 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower intends to sell the property to repay the Groundfloor loan. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 8, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower has not undertaken any projects since its inception. As such, the Borrower does not have any Financial Date or Projects/Revenue to report for the applicable reporting periods. 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. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. BESSZELLS L.L.C. DATE OF FORMATION* 06/17/2015 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Michael Nation FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 0 0 9 $150K On Time Repayment Average Project Time Average Total Project Costs N/A 6 months $100K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-323

 

PROJECT SUMMARY | 921 SHADELAND AVENUE, BURLINGTON, NJ 08016 C Rate Projected Term Loan to ARV Loan Amount Investors 10.5% 9 months 63.3% $79,170 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $79,170 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER AIS PROPETIES LLC Jason DiClemente - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $125,000 $26,830 Total Project Costs $98,170 GROUNDFLOOR $79,170 $19,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $55,000 Loan To ARV 63.3% Purchase Date 09/20/2017 Loan To Total Project Cost 80.6% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 3 4 Skin-in-the-Game 3 10 Location 4 8 Borrower Experience 2 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $125,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 921 SHADELAND AVENUE, BURLINGTON, NJ 08016 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower plans to refinance the property to repay the Groundfloor loan. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 20, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. AIS PROPERTIES LLC DATE OF FORMATION* 07/28/2017 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Jason DiClemente FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 0 0 1 $145K On Time Repayment Average Project Time Average Total Project Costs N/A 6 months $115.5K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-324

PROJECT SUMMARY | 1929 VALLEY WOODS DRIVE, RIVERDALE, GA 30296 D Rate Projected Term Loan to ARV Loan Amount Investors 14.5% 12 months 72.0% $92,150 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $92,150 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER WOOD STREET INVESTMENTS LLC Lena Adams - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $128,000 $23,580 Total Project Costs $104,420 GROUNDFLOOR $92,150 $12,270 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $59,000 Loan To ARV 72.0% Purchase Date 09/13/2017 Loan To Total Project Cost 88.2% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $128,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 1929 VALLEY WOODS DRIVE, RIVERDALE, GA 30296 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. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 13, 2017 by Groundfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower has not undertaken any projects since ints inception. As such, the Borrower does not have any Financial Data or Projects/Revenue to report for the applicable reporting periods. 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. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. WOOD STREET INVESTMENTS LLC DATE OF FORMATION* 09/22/2016 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Lena Adams FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 0 0 2 $125K On Time Repayment Average Project Time Average Total Project Costs N/A 6 months $85K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-325

PROJECT SUMMARY | 5524 WEST GLADYS AVENUE, CHICAGO, IL 60644 B Rate Projected Term Loan to ARV Loan Amount Investors 8.5% 12 months 61.7% $120,390 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $120,390 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER S N Realty Services LLC Steven Johnson - Principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $195,000 $56,385 Total Project Costs $138,615 GROUNDFLOOR $120,390 $18,225 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $60,000 Loan To ARV 61.7% Purchase Date 09/26/2017 Loan To Total Project Cost 86.9% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 3 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $195,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 5524 WEST GLADYS AVENUE, CHICAGO, IL 60644 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. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 26, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. S N REALITY SERVICES LLC DATE OF FORMATION* 04/01/2004 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 2 $117.9K Unsold Inventory Aged Inventory Gross Margin% 0 0 22.22% PRINCIPAL Steven Johnson FOCUS Buy & Hold GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 1 0 2 $181.5K On Time Repayment Average Project Time Average Total Project Costs N/A 4 months $122.5K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-326

PROJECT SUMMARY | 105 BEAR CREEK ROAD, EATONTON, GA 31024 B Rate Projected Term Loan to ARV Loan Amount Investors 8.5% 12 months 62.9% $149,280 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $149,280 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER Walton Renovations LLC Patricia Walton - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $237,500 $64,720 Total Project Costs $172,780 GROUNDFLOOR $149,280 $23,500 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $117,500 Loan To ARV 62.9% Purchase Date 09/08/2017 Loan To Total Project Cost 86.4% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 5 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $237,500 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 105 BEAR CREEK ROAD WEST, EATONTON, GA 31024 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. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 8, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. WALTON RENOVATIONS LLC DATE OF FORMATION* 09/20/2016 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 1 $203k Unsold Inventory Aged Inventory Gross Margin% 0 0 37.93% PRINCIPAL Patricia Walton FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 0 0 9 $250K On Time Repayment Average Project Time Average Total Project Costs N/A 6 months $150K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-327

 

PROJECT SUMMARY | 1130 W LAKE BRANTLEY ROAD, ALTAMONTE SPRINGS, FL 32714 D Rate Projected Term Loan to ARV Loan Amount Investors 14% 12 months 70.7% $176,760 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $176,760 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER PENDEHL LLC Brett Pensala - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $250,000 $46,240 Total Project Costs $203,760 GROUNDFLOOR $176,760 $27,000 0% Skin-in-the-Game First Lien Loan Cushion Game Purchase Price $175,000 Loan To ARV 70.7% Purchase Date 09/20/2017 Loan To Total Project Cost 86.7% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 4 10 Quality of Valuation Report 4 4 Skin-in-the-Game 2 10 Location 4 8 Borrower Experience 3 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $250,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 1130 W LAKE BRANTLEY ROAD, ALTAMONTE SPRINGS, FL 32714 The Borrower intends to use the loan proceeds to purchase and renovate the property. Upon completion, the Borrower plans to refinance the property to repay the Groundfloor loan. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 20, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. PENDEHL LLC DATE OF FORMATION* 01/04/2017 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Brett Pensala FOCUS Buy & Hold GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 0 0 3 $189.7K On Time Repayment Average Project Time Average Total Project Costs N/A 6 months $123.2K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-328

PROJECT SUMMARY | 14 GROVE STREET, CRANFORD, NJ 07016 C Rate Projected Term Loan to ARV Loan Amount Investors 11% 12 months 73.1% $239,180 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $239,180 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER Seni Real Estate Holding II LLC Wilfredo Rodriguez - principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $327,000 $13,820 Total Project Costs $313,180 GROUNDFLOOR $239,180 $74,000 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $305,000 Loan To ARV 73.1% Purchase Date 09/08/2017 Loan To Total Project Cost 76.4% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 3 10 Quality of Valuation Report 4 4 Skin-in-the-Game 4 10 Location 4 8 Borrower Experience 4 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $327,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 14 GROVE STREET, CRANFORD, NJ 07016 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. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 8, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. SENI REAL ESTATE HOLDING II LLC DATE OF FORMATION* 04/28/2017 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Wilfredo Rodriguez FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 1 0 3 $190K On Time Repayment Average Project Time Average Total Project Costs N/A 7 months $140K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-329

 

PROJECT SUMMARY | 11102 GREENSPRING AVENUE, BALTIMORE, MD 21209 C Rate Projected Term Loan to ARV Loan Amount Investors 11% 12 months 54.9% $356,610 0 Purpose Loan Position Total Loan Amount Repayment Terms Acquisition & Renovation First Lien $356,610 Balloon payment - principal and interest returned on repayment / due at maturity. BORROWER 11102 Greenspring Avenue LLC Thea Winn- principal Click here to view the LRO Agreement FINANCIAL OVERVIEW After Repair Value (ARV) $650,000 $206,467 Total Project Costs $443,533 GROUNDFLOOR $356,610 $86,923 0% Skin-in-the-Game First Lien Loan Cushion Purchase Price $275,000 Loan To ARV 54.9% Purchase Date 09/22/2017 Loan To Total Project Cost 80.4% GRADE FACTORS The following factors determine in part how the loan was graded: (in descending order of importance) Loan To ARV Score 5 10 Quality of Valuation Report 4 4 Skin-in-the-Game 3 10 Location 4 8 Borrower Experience 2 5 Borrower Commitment 1 1 VALUATION REPORTS As Complete (ARV) $650,000 Certified Independent Appraisal Broker’s Price Opinion Borrower Provided Appraisal Borrower Provided Comps PROPERTY DESCRIPTION Address: 11102 GREENSPRING AVENUE, BALTIMORE, MD 21209 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. Click here to view the LRO Agreement PROPERTY PHOTOS MISCELLANEOUS PROJECT SPECIFIC RISK FACTORS The Borrower was advanced the money it needed to purchase this property on September 8, 2017 by Groudfloor Finance Inc. (“Groundfloor,” “we,” “us,” or “our”) or a wholly-owned subsidiary of Groundfloor. The Borrower is now in possession of the property. If this offering is fully subscribed, Groundfloor will continue to administer and service the loan as further described in the Offering Circular. The renovation of the property may be extensive, and therefore subject to delays and other unexpected issues. The renovation will require permitting, and permits may not be obtained on time or may be denied. The Borrower is a new entity and does not have any assets or operating history. Please consult the Offering Circular for further discussion of general risk factors. CLOSING CONDITIONS Loan is conditioned upon a clean title search and valid title insurance at the time of close. DEVELOPER FEES GROUNDFLOOR generally charges borrowers between 2% and 6% of the principal amount of the loan for our services. GROUNDFLOOR does not take a ‘spread’ on any part of the interest payments. Developers may capitalize the cost of closing into the principal amount of their request. These closing costs typically range from $500 to $1500. Unless otherwise limited by applicable law, GROUNDFLOOR will charge a penalty of 2% for any extension made to the borrower. See GROUNDFLOOR ‘Fees and Expenses’ in the Offering Circular. SEC FILING INFORMATION The series of LROs corresponding to this Project are offered pursuant to Post-Qualification Amendment No. 52 to the Offering Circular dated December 8, 2015 (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. BORROWERS REPRESENT AND WARRANT THAT INFORMATION SUPPLIED IS ACCURATE. 11102 GREENSPRING AVENUE LLC DATE OF FORMATION* 08/21/2017 FINANCIAL DATA PROJECTS / REVENUE Reporting date: 06/30/17 Reporting period: 2016 Value of Properties Total Debt Completed Projects Revenue $0 $0 0 $0 Unsold Inventory Aged Inventory Gross Margin% 0 0 N/A PRINCIPAL Thea Winn FOCUS Fix & Flip GROUNDFLOOR HISTORY * HISTORICAL AVERAGES Reporting period: three years ending 2016 Loans Funded Loans Repaid Completed Projects Per Year Average Project Revenue 2 1 2 $137.5K On Time Repayment Average Project Time Average Total Project Costs 100% 9 months $230K THE COMPANY PLAYED NO ROLE IN THE PREPARATION OF ANY OF THE VALUATION SOURCES OR ANY OTHER MATERIALS PROVIDED BY THE BORROWER. WHILE WE BELIEVE THE DATA CONTAINED THEREIN IS HELPFUL, WE DO NOT USE IT AS THE SOLE BASIS FOR A FUNDING DECISION. 

PS-330

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	024-10440	3.3	August 21, 2015
4.1	Standard Form of LRO Agreement		1-A/A	024-10496	N/A	December 8, 2015
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	Offer Letter for Chris Schmitt dated February 24, 2014		1-A/A	024-10440	6.5	July 1, 2015
6.4	2013 Stock Option Plan		1-A/A	024-10440	6.6	July 1, 2015
6.5	Option Award Agreement for Michael Olander Jr.		1-A/A	024-10440	6.8	July 1, 2015
6.6	Option Award Agreement for Chris Schmitt		1-A/A	024-10440	6.9	July 1, 2015
6.7	Option Award Agreement for Richard Tuley		1-A	024-10488	6.11	October 7, 2015
6.8	Option Award Agreement for Bruce Boehm		1-A	024-10488	6.12	October 7, 2015
6.9	Stock Repurchase Agreement for Nikhil Bhargava		1-A/A	024-10440	6.11	July 1, 2015
6.10	Stock Repurchase Agreement for Brian Dally		1-A/A	024-10440	6.12	July 1, 2015
6.11	Stock Repurchase Agreement for Chris Schmitt		1-A/A	024-10440	6.13	July 1, 2015
6.12	Series Seed Preferred Stock Purchase Agreement		1-A/A	024-10440	3.1	July 1, 2015

			Incorporated by Reference
Exhibit Number	Exhibit Description (hyperlink)	Filed Herewith	Form	File No.	Exhibit	Filing Date
6.13	Series A Preferred Stock Purchase Agreement		1-A/A	024-10496	6.18	November 25, 2015
6.14	Right of First Refusal and Co-Sale Agreement		1-A/A	024-10496	6.19	November 25, 2015
6.15	Form of Loan Agreement		1-A/A	024-10440	6.14	July 1, 2015
6.16	Form of Promissory Note		1-A/A	024-10440	6.15	July 1, 2015
10.1	Power of attorney		1-A	024-10496	N/A	November 19, 2015
10.2	Power of attorney with new director		1-A/A	024-10496	N/A	November 25, 2015
11.1	Consent of Hughes Pitman & Gupton, LLP		1-A POS	024-10496	11.1	April 18, 2017
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 28, 2017.

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 28, 2017
Brian Dally
/s/ Nick Bhargava	Executive Vice President, Secretary Acting Chief Financial Officer and Director (Principal Financial and Accounting Officer)	September 28, 2017
Nick Bhargava
*	Director	September 28, 2017
Sergei Kouzmine
*	Director	September 28, 2017
Bruce Boehm
*	Director	September 28, 2017
Michael Olander Jr.
*	Director	September 28, 2017
Richard Tuley Jr.

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