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NGFC EQUITIES, INC.

45 ALMERIA AVENUE

CORAL GABLES, FL 33134


August 5, 2016


VIA EDGAR

Larry Spirgel, Assistant Director

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N E

Washington, D.C. 20549


Re:         NGFC Equities, Inc.

Registration Statement on Form S-1 (the Registration Statement)

Filed August 4, 2016

File No. 333-210436


Dear Mr. Spirgel:


NGFC Equities, Inc. (the Company) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), that the U.S. Securities and Exchange Commission (the Commission) accelerate the effective date of the Registration Statement so that it may become effective at 4:00pm Eastern Time on August 9, 2016, or as soon as practicable thereafter.


In connection with the Companys request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:


 

(1)

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;


 

(2)

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and


 

(3)

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.



    Very truly yours,



 

NGFC Equities, INC.


By:/s/I. Andrew Weeraratne

      Name: I. Andrew Weeraratne

      Title: Chief Executive Officer