Correspondence 0001493152-25-023182 from DAKOTA REAL ESTATE INVESTMENT TRUST (CIK 0001074922)
DAKOTA REAL ESTATE INVESTMENT TRUST (CIK 0001074922)
Date: Nov. 14, 2025 · CIK: 0001074922 · Accession: 0001493152-25-023182
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File numbers found in text: 024-12667
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CORRESP
1
filename1.htm
November
12, 2025
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:
Pearlyne Paulemon
RE: Dakota
Real Estate Investment Trust
Offering
Statement on Form 1-A
SEC
File No. 024-12667
Clearance
Declaration Request
Ms.
Paulemon:
Dakota
Real Estate Investment Trust (" Dakota REIT ") received on September 23, 2025 correspondence advising us that the Securities
and Exchange Commission (the " SEC ") would not be reviewing our above referenced Offering Statement (the " Offering
Statement "). At that time, we had filed an application with the Arizona Securities Division to renew our registration of the
offering of shares which are the subject of the Offering Statement. As of November 5, 2025, we received notice of the Arizona Securities
Davison's renewal of our registration.
As
such, we request the SEC to take such action as is necessary to declare the Offering Statement qualified as soon as is practicable. We
appreciate that the normal request specifies a time; however, with the reduced operations by the federal government, we recognize that
there may be some backlog in clearing matters.
Please
be advised that 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. Further, with the renewal
by Arizona, we have qualification by one state as is required for an offering statement under Tier I. Should you wish to confirm such
qualification, you may do so by telephoning the examiner, Hannah Rodriguez (her telephone number is 602-542-1426 ).
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
32 nd Ave. S. Fargo, ND 58103 / Phone 701-239-6879 / Fax 701-239-3317