SecProbe.io

CORRESP
1
filename1.htm

October
25, 2024

United
States Securities and Exchange Commission

Division
of Corporate Finance

    Office
    of Real Estate & Construction
    via
    EDGAR Correspondence

100
F Street NE

Washington,
D.C. 20549

Attention:
Ronald Alper

RE: Dakota
                                            Real Estate Investment Trust

Offering
Statement on Form 1-A

SEC
File No. 024-12473

Clearance
Declaration Request

Mr.
Alper:

Dakota
Real Estate Investment Trust (“Dakota REIT”) requests that the Securities and Exchange Commission (the “SEC”)
take such action as is necessary to declare the above referenced Offering Statement qualified as soon as noon Eastern Time on October
28, 2024.

As
our legal counsel has communicated to you: (i) the Offering Statement has been submitted for qualification only with the Arizona Securities
Division (for all other states where Dakota REIT has shareholders who or which have elected to participate in the Distribution Reinvestment
Plan have exemptions from registration as an offering to existing equity holders); and (ii) we have not, and will not, engage any broker
dealer to solicit participation of our shareholders in the offering such that there is no need to have FINRA advise you that it has no
objections to the compensation arrangements.

We
hereby confirm the foregoing. With respect to the qualification or registration for shareholders residing or domiciled in Arizona
please understand that Dakota REIT has been advised by staff of the Arizona Securities Division that their review of our application
for registration has been completed and they are prepared to make our registration effective. You may confirm this by telephoning the
examiner, Hannah Rodriguez (her telephone number is 602-542-1426). With respect to no objection by FINRA; as the
offering is to existing shareholders of shares in lieu of payment of cash distributions under the Dakota REIT Distribution Reinvestment
Plan, no FINRA members are engaged to solicit participation in such plan and no compensation will be paid with respect to issuance of
shares under such plan.

Dakota
REIT acknowledges that:

● Should
                                            the Offering Statement be declared qualified, such will not foreclose the SEC from taking
                                            any action with respect to the Offering Statement;

● The
                                            declaration of the Offering Statement as qualified does not relieve Dakota REIT from its
                                            responsibilities for the adequacy and accuracy of the disclosures contained in the Offering
                                            Circular included in the Offering Statement; and

● Dakota
                                            REIT may not assert the lack of further comment by SEC staff on the Offering Statement or
                                            the declaration of qualification of the Offering Statement as a defense in any proceeding
                                            initiated by the SEC or any person under the federal securities laws of the United States.

Dakota
REIT undertakes to offer and issue shares contemplated by the Offering Statement only in such states where such offering and sale are
registered or qualified under applicable state securities laws. Dakota REIT requests that it be notified of the requested qualification
by telephone call or email to its legal counsel, Randy Sparling at (612) 242-8858 and rsparling57@gmail.com.

    Very
    truly yours,

    Dakota
    Real Estate Trust, Inc.

    /s/
    Matthew Pedersen

    Matthew
    Pedersen

    President
    and Chief Executive Officer

3003
32nd Ave. S. Fargo, ND 58103 / Phone 701-239-6879 / Fax 701-239-3317