SecProbe.io

CORRESP
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filename1.htm

December
11, 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 December
16, 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