SecProbe.io

March 3, 2020
Brandon E. Lacoff
Chairman of the Board and Chief Executive Officer
Belpointe REIT, Inc.
125 Greenwich Avenue, 3rd Floor
Greenwich, Connecticut 06830
Re:Belpointe REIT, Inc.
Post Qualification Amendment to Form 1-A
Filed February 14, 2020
File No. 024-10923
Dear Mr. Lacoff:
            We have reviewed your amendment 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 offering 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 appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post Qualification Amendment to Form 1-A
Offering Circular Cover Page, page i
1.We note that you now intend to qualify as a REIT on such date as is determined by your
board of directors.  Please disclose how the board will make such determination and any
factors that will be considered.
General
2.We note that the risk factor on page 32 and the company’s bylaws indicate that the New
York Supreme Court in New York, New York (or in some cases, other state or federal
courts in New York) is the exclusive forum for certain disputes between the company and
its stockholders.  However, page 93 of the offering circular indicates that the Circuit Court
for Montgomery County, Maryland (or, if that court does not have jurisdiction, the United
States District Court for the District of Maryland, Southern Division) is the exclusive
forum.  Please reconcile the disclosure.

 FirstName LastNameBrandon E. Lacoff
 Comapany NameBelpointe REIT, Inc.
 March 3, 2020 Page 2
 FirstName LastName
Brandon E. Lacoff
Belpointe REIT, Inc.
March 3, 2020
Page 2
3.We note that the forum selection provision in your bylaws identifies the New York
Supreme Court in New York, New York, or, if that Court does not have jurisdiction, the
United States Southern District Court for the District of New York, as the exclusive forum
for certain litigation, including any “derivative action.”  Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Vanessa Schoenthaler