SecProbe.io

August 11, 2015

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles REIT, Inc.
Registration Statement on Form S -11
Filed July 15, 2015
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note your disclosure on the cover page and under “Risk Factors” that you are a blind
pool as you have not identified any properties to acquire with the net proceeds of this
offering.  Accordingly, please provide the disclosure required by Industry Guide 5, as
applicable.  See Securities Act Rel ease 33 -6900 (June 17, 1991).  In particular, please
provide appropriate disclosure relating to prior performance, including prior performance
tables and narrative disclosure regarding material adverse business developments.

2. We note your disclosure on th e cover page that you will offer these shares indefinitely.
We further note that you are offering the securities on a continuous basis pursuant to Rule
415 under the Securities Act of 1933.  Please tell us how your intention to offer these
shares indefini tely complies with Rule 415(a)(5) or revise to provide the date on which
your offering will terminate.  In addition, please revise your disclosure throughout,

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 2

 including a cover page risk factor, to state that you are not required to ever provide a
liquidit y event and do not intend to provide a liquidity event or advise.

3. Please note that any sales literature that is to be used in connection with this offering
must be submitted to us prior to use, including, if applicable, sales literature intended for
broke r-dealer use only. Please be aware that we will need time to review these materials.
In addition, note that sales materials must set forth a balanced presentation of the risks
and rewards to investors and should not contain any information or disclosure th at is
inconsistent with or not also provided in the prospectus. For guidance, refer to Item 19.D
of Industry Guide 5 and CF Disclosure Guidance Topic No. 3.

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405  under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

5. Please provide us with copies o f any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective i nvestors prior to our review.

6. Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e -4 and Regulation 14E, to your share repurchase program.
We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with relief granted by the Division of
Corporation Finance in prior no action letters. See, for example, T REIT Inc. (Letter
dated June 4, 2001) and Wells Real Estate Investment Trust II, Inc. (Letter dated
Decem ber 3, 2003). To the extent you have questions as to whether the program is
entirely consistent with the relief previously granted by the Division of Corporation
Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202 -551-
3440.

7. We note that you may conduct the share repurchase program during the offering period of
the shares being registered under this registration statement. Please be advised that you
are responsible for analyzing the applicability of Regulation M to your share repurchase
program. We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with the class relief granted by the
Division of Market Regulation in the class exemptive letter granted Alston &  Bird LLP
dated October 22, 2007. To the extent you have questions as to whether the program is
entirely consistent with that class exemption , you may contact the Division of Trading
and Markets at 202 -551-5777.

8. We note that your website, www.RichUncles.co m, contains several disclosures that
appear to relate to an ongoing offering.  Please tell us how your website complies with

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 3

 Section 5 of the Securities Act of 1933.  Please also re fer to the Securities Act Rules
C&DIs at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm .
Please revise your website accordingly.

9. Please revise to include in your registration statement disclosure the various factors
considered in determining the offering price of your common stock.  Refer to Item 505 of
Regulation S -K.

10. Please revise to provide the disclosure required by Item 303 of Regulation S -K or advise.

11. We were unable to locate the disclosures required by Items 103 and 509 of Regulation S -
K.  Please revise your registration statement to include such disclosures or advise.

12. We note that your disclosure throughout the registration statement appears inconsistent
regarding the number of shares of y our common stock that are currently outstanding, the
timing of your advisor’s purchase of shares of your common stock, the amount of
common stock purchased by your advisor and the price paid therefor.  By way of
example only, we note the following statemen ts:

 “Our sponsor, Rich Uncles, LLC, has invested $100,000 to purchase 10,000
shares at the commencement of our primary offering.” Prospectus cover page.
 “Our sponsor has invested $100,000 in us by purchasing 10,000 shares of our
common stock at $10.00 per  share.” Page 39
 “No shares of our common stock are currently issued and outstanding.  Upon the
commencement of the offering, our sponsor has agreed to purchase 10,000 shares
of our common stock for $10.00 ($100,000.00 total).” Page 39

Please revise your disclosure throughout the registration statement, including without
limitation pages 5, 39 and 75, to be consistent with your financial statements and
reconcile these statements.  Additionally, to the extent that your sponsor has already
purchased shares o f your common stock, please revise your disclosure under “Item 33.
Recent Sales of Unregistered Securities” to disclose this fact and provide the disclosures
required by Item 701 of Regulation S -K, including the exemption from registration relied
upon for such transaction.

Prospectus Cover Page

13. Please revise the disclosure on your cover page to include the Commission legend and
any applicable state legends required by Item 501(b)(6) and (7) of Regulation S -K.

14. Please include a statement on your cover page  indicating that there is no market for your
common stock.  Refer to Item 1(b) of Form S -11.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 4

 Prospectus Summary, page 1

15. Please revise to provide tabular disclosure in the summary of each fee or compensation
amount payable to your advisor and its affili ates.  To the extent determinable, please
provide separately each fee expected to be paid in the first year based on your targeted
leverage.  In future filings that require disclosure pursuant to Item 404 of Regulation S -K,
please disclose the amount of fe es paid to the advisor by type of fee.

16. Please balance your disclosure in this section with a discussion of the most significant
risk factors associated with this offering.  Refer to Item 503(c) of Regulation S -K.

Who is our sponsor, and, what role will i t play?, page 1

17. We note your disclosure on the cover page stating, “our total up -front expenses are
significantly less than those of other non -exchange listed public REITs that do pay
commissions and fees and, as a consequence, we will be able to invest a  significantly
higher percentage of the proceeds generated from the sale of our shares into properties,
compared to such other non -exchange listed public REITs.”  Please balance your
disclosure comparing your up -front expenses to those of other non -exchang e listed public
REITs with a discussion comparing your operating stage and disposition stage expenses
to those of other non -exchange listed public REITs, or advise.

Estimated Use of Proceeds, page 31

18. Please revise to quantify in the table the amount of acquisition fees and expenses for both
the assumed minimum and maximum amount, identify the different amounts presented
and clarify the basis for the minimum amount to be raised in this offering.

Management, page 31

19. Please provide separate disclosure regarding the significant employees of your advisor.
Refer to Item 401(c) of Regulation S -K.

Board of Directors

Selection of Our Board of Directors; Independent Directors, page 32

20. We note your disclosure on page 32 that you will have five independent d irectors,
including Mr. Wang.  We further note Mr. Wang is not described as independent in the
table on page 33 or in his biography on page 34.  You also state on page 35 under
“Director Independence” that you have four independent directors.  Please revis e your
disclosures to reconcile these statements and clarify whether Mr. Wang is independent.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 5

 Executive Officers and Directors, page 33

21. Please revise your disclosure for each director and executive officer to provide the dates
of employment for the p ast five years.  Refer to Item 401(e) of Regulation S -K.

Committees of Our Board of Directors, page 35

22. We note your disclosure that your board does not have a separately designated audit
committee or other committee that performs similar functions.  Plea se revise your
disclosure to describe who will be responsible for performing the duties that would
otherwise be performed by an audit committee, to clarify whether the persons performing
such duties will be independent, and to describe such duties.  Refer to Item 407(a) of
Regulation S -K.  Additionally, we note your statement on page 35 under “Compensation
of Directors” that you “will pay independent directors 100 Company shares for attending
each board and audit or conflicts committee meeting.”  Please rev ise your disclosure to
reconcile this statement with your previous statement that you will not have an audit
committee.

Compensation of Directors, page 35

23. We note that you plan to pay independent directors 100 shares of your common stock for
attending each board and committee meeting.  Please advise us whether you expect to
pay these shares pursuant to an equity compensation plan and provide disclosure
regarding such plan, as applicable.

Conflicts of Interest

Certain Conflict Resolution Measures

Term  of Advisory Agreement, page 46

24. It appears that your advisor may be entitled to a termination fee even if the advisory
agreement is terminated by you for cause.  Please revise your disclosure to clarify.
Additionally, please include a risk factor specifi cally discussing this risk  and revise your
cover page and summary risk factors as applicable.

Investment Objectives and Criteria, page 49

25. You state that one of your investment objectives is to provide attractive and stable cash
dividends.  W e note the term ‘dividend’ indicates that the distributions come from
income or profits.  As applicable, please revise throughout to refer to distributions and
balance such disclosure to clarify , if true, that distributions are not guaranteed and you
may pay distributions in excess of earnings and cash flow from operations, including
paying distributions from offer ing proceeds.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 6

26. Please revise your disclosure to state your policy as to the amount or percentage of assets
that will be invested in any specific property.  Refer to Item 13(a)(6) of Form S -11.

27. We note that you intend to invest primarily in single tenant  income -producing corporate
properties which are leased to creditworthy tenants under long -term net leases.  Please
revise your disclosure to clarify how you intend to assess the creditworthiness of your
prospective tenants and how you intend to monitor yo ur tenants’ creditworthiness on an
ongoing basis subsequent to your entry into net leases.

Financial Statements, page F -1

28. Please have Anton & Chia, LLP revise its report on the financial statements to identify
the state in which it was issued.

Item 36. Financial statements and Exhibits, page II -2

29. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal and tax opinions with the next amendment, please provide a draft copy for us
to review.  The draft opi nions should be filed as EDGAR correspondence.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Secur ities Act rules require .  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 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;

 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

 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 laws of the United States.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 7

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Paul Cline, Staff Accountant,  at 202-551-3851  or Eric McPhee, Staff
Accountant , at 202-551-3693  if you have questions regarding comments on the financial
statements and related matters.  Please contact Sara von Althann, Attorney -Advisor,  at 202-551-
3207  or me at 202-551-3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
cc: Lee Polson, Partner
Strasburger & Price, LLP