SecProbe.io

CORRESP
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    March 6, 2020

    Vanessa
        J. Schoenthaler

        Direct:
        (212) 899-9781

        Email:
        vschoenthaler@sfgh.com

        230
        Park Avenue, Ste. 908

        New
        York, New York 10169

        Office:
        (212) 899-9780

        www.SFGH.com

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Ronald Alper and Ms. Pam Howell

    Re:

    Belpointe REIT, Inc.

    Post Qualification Amendment to Form 1-A

    Filed February 14, 2020

    File No. 024-10923

Dear Mr. Alper and Ms. Howell:

On behalf of Belpointe REIT, Inc. (the
“Company”), we are submitting this letter following a telephone conversation with the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) and in response to a letter, dated March 3, 2020,
from the Staff with respect to Post Qualification Amendment No.1 (“Amendment No. 1”) to the Company’s
Offering Statement on Form 1-A (File No. 024-10923), filed with the Commission on February 14, 2020 (the “Offering Statement”).

Once the Company receives further comments
or sign-off from the Staff with respect to its proposed revisions to Amendment No. 1, it will file Post Qualification Amendment
No. 2 to the Offering Statement (“Amendment No. 2”) to reflect such revisions.

For your convenience, we have restated
the Staff’s comments in italics, followed by the Company’s response, we have also attached marked copies of the pages
reflecting the proposed revisions to Amendment No. 1 as Exhibit A. Unless otherwise indicated, page references in the Company’s
responses refer to Amendment No. 2. Capitalized terms used but not defined herein have the meanings given to them in Amendment
No. 1.

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.

In response to the Staff’s comment and following
a telephone conversation with the

        Mr. Ronald
        Alper and Ms. Pam Howell

        Securities and Exchange Commission

        Division of Corporation Finance

        March 6, 2020

        Page 2

Staff, the Company has revised its disclosure throughout
the Amendment No. 2 to clarify the factors that the board will consider in determining when to qualify as a REIT.

 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.

In response to the Staff’s comment, the Company
has revised its disclosure on page 95-96 of Amendment No.2 to reflect that “the New York Supreme Court in New York, New York
(or, if that court does not have jurisdiction, the United States District Court for the Southern District of New York)” is
the exclusive forum for certain disputes between the Company and its stockholders.

 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.

        Mr. Ronald
        Alper and Ms. Pam Howell

        Securities and Exchange Commission

        Division of Corporation Finance

        March 6, 2020

        Page 2

In response to the Staff’s comment and following
a telephone conversation with the Staff, the Company has revised its disclosure on page 94 of Amendment No. 2 to clarify that (i)
the portion of the Company’s forum selection provision designating the New York Supreme Court in New York, New York as the
exclusive forum for certain claims would not apply to claims brought to enforce a duty or liability created by the Exchange Act,
but that the portion of the Company’s forum selection provision designating the United States District Court for the Southern
District of New York would apply to any such claims, and (ii) the Company’s forum selection provision would apply to claims
brought to enforce a duty or liability created by the Securities Act. The Company has further revised its disclosure to clarify
that the forum selection provision does not relieve the Company of its duties to comply with, and its stockholders cannot waive
the Company’s compliance with, the federal securities laws and the rules and regulations thereunder. Finally, the Company
has revised its disclosure to clarify that there is uncertainty as to whether a court would enforce its forum selection provision,
with respect to claims brought under the federal securities laws or otherwise.

The Company has similarly revised its risk factor on pages
33-34 of Amendment No. 2.

Should you have any questions or if you
would like any additional clarification in respect of the Company’s responses, please do not hesitate to contact me at (212)
899-9781.

Very truly yours,

    SUGAR FELSENTHAL GRAIS & HELSINGER LLP

    /s/ Vanessa Schoenthaler

    Vanessa Schoenthaler

Encl.

cc:	Brandon E. Lacoff, Belpointe REIT, Inc.

Exhibit A

Proposed Revisions to Amendment No. 1

management services to a range
of institutional, family office and high net worth clients. Since August 1, 2012, our Sponsor has sponsored two commercial real
estate funds that successfully raised over $116 million of equity capital. We intend to qualify as a real estate investment trust,
or REIT, for U.S. federal income tax purposes on such date as determined by our Board of Directors taking
into consideration factors such as the timing of our ability to generate cash flows, our ability to satisfy the various requirements
applicable to REITs and our ability to maintain our status as a qualified opportunity fund. See “Plan of Operations—Our
Investments” and “U.S. Federal Income Tax Considerations” for additional details regarding the status of our
investments and the various requirements that we must satisfy in order to qualify as a REIT and maintain our status as a qualified
opportunity fund.

We are continuing to
offer up to $7,127,400 in shares of our common stock on a “best efforts maximum” basis, which represents the
value of the shares available to be offered as of February 12, 2020 based on the $50,000,000 rolling 12-month maximum
offering amount under Regulation A. Because this is a “best efforts maximum” offering, we are only required to
use our best efforts to sell shares of our common stock. We are offering up to $50,000,000 in shares of our common stock in
our offering at $100.00 per share. The per share purchase price will be adjusted every fiscal quarter as of January 1st,
April 1st, July 1st and October 1st of each year (or as soon as commercially reasonable and announced by us thereafter) and
will equal the sum of our net asset value, or NAV, divided by the number of shares of our common stock outstanding as of the
end of the prior fiscal quarter, rounded to the nearest penny (NAV per share). The minimum investment in shares of our common
stock for initial purchases is 100 shares, or $10,000 based on our initial offering price per share, provided that our
Manager has the discretion to accept smaller investments. We expect to offer common stock in this offering until we raise the
maximum amount being offered, unless this offering is terminated by our Manager at an earlier time. Our shares of common
stock are quoted for trading on the OTCQX under the symbol “BELP”. See
“Investment Objectives and Strategy—Liquidity Event.”

Shares of our common stock
will be subject to the ownership and transfer limitations in our charter which are intended to assist us in qualifying and maintaining
our qualification as a REIT, including, subject to certain exceptions, a 9.8% ownership limit. See “Description of our Capital
Stock and Certain Provisions of Maryland Law, our Charter and Bylaws—Restrictions on Ownership of Shares.”

This offering is intended
to qualify as a “Tier 2” offering pursuant to Regulation A promulgated under the Securities Act of 1933, as amended,
or the Securities Act. In preparing this offering circular, we have elected to comply with the applicable disclosure requirement
of Form S-11 under the Securities Act.

Investing in shares
of our common stock is speculative and involves substantial risks. You should purchase these securities only if you can afford
a complete loss of your investment. See “Risk Factors” beginning on page 20 to read about the more significant risks
you should consider before buying shares of our common stock. These risks include the following:

 · We depend on our Manager to select our investments
and conduct our operations. We will pay fees and expenses to our Manager and its affiliates that were not determined on an arm’s
length basis, and therefore we do not have the benefit of arm’s length negotiations of the type normally conducted between
unrelated parties. These fees increase your risk of loss.

 · The tax laws providing the favorable capital gains treatment to
certain of our investors were enacted at the end of 2017 and are untested.

 · We have a limited operating history, and the prior performance
of the funds affiliated with our Sponsor may not predict our future results. Therefore, there is no assurance that we will achieve
our investment objectives.

 · Our Manager’s executive officers and key real estate professionals
are also officers, directors, managers and/or key professionals of our Sponsor and its affiliates. As a result, they will face
conflicts of interest, including time constraints, allocation of investment opportunities and significant conflicts created by
our Manager’s compensation arrangements with us and other affiliates of our Sponsor.

 · Our Sponsor may sponsor other companies that compete with us, and
our Sponsor does not have an exclusive management arrangement with us; however, our Sponsor has adopted a policy for allocating
investments between different companies that it sponsors with similar investment strategies.

 · Any modifications to the “qualified opportunity zone”
provisions of the Internal Revenue Code of 1986, as amended (the “Code”), could have an adverse effect on our operations.

 · This offering is being made pursuant to recently adopted rules
and regulations under Regulation A of the Securities Act of 1933, as amended, or the Securities Act. The legal and compliance requirements
of these rules and regulations, including ongoing reporting requirements related thereto, are relatively untested.

 · If we raise substantially less than the maximum offering amount,
we may not be able to acquire a diverse portfolio of investments and the value of your shares may vary more widely with the performance
of specific assets.

 · We may change our investment guidelines without stockholder consent,
which could result in investments that are different from those described in this offering circular.

investors
are domiciled, our stockholders are only subject to the taxes within the jurisdictions in which they are domiciled.

 · No Up-Front Load, Sale Commissions or Fees: We are not charging
any up front load, sale commissions or entrance fees to investors who invest in our Company, unlike the amounts charged by some
other real estate platforms that can be as much as 15% of invested capital.

 · Significantly Reduced Management Fee: Belpointe
REIT Manager, LLC (our “Manager”) will be paid an annual management fee of only 0.75% of our Company’s net asset
value, which is significantly less than the management fees of 1.5%-2.0% typically charged by other real estate platform managers.

 · Significantly Low Carried Interest: Our Manager will be
issued a management interest equal to 5% of our outstanding capital stock, subject to anti-dilution protection. This management
interest will result in a “carried interest” to our Manager that is significantly less than the carried interest of
20% typically earned by external managers of other REITs and private real estate funds.

 · No Acquisition or Disposition Fees: Our Manager will not
be paid any acquisition or disposition fees in connection with the Company’s investments.

 · Public Market Accessibility: Our common stock currently
trades on the OTCQX under the ticker symbol “BELP.” As such, our stockholders are able to control the timing and amount
of the sale of their investment.

 · Public Company Transparency: Our Company is subject to
periodic public reporting requirements under federal securities laws, requiring us to disclose, among other things our financial
statements and material changes in our operations. As a result, unlike private real estate platforms, investors in our Company
will be provided regular updates regarding our performance.

 · Development Expertise: Our Manager employs a highly qualified
team with extensive prior development and construction management experience that will provide our Company with the type of internal
development expertise that many other real estate platforms cannot provide to their investors.

 · Multiple Investment Platforms: In order to maximize our
development opportunities, we anticipate entering into joint ventures with a variety of joint venture structures consisting of
(1) franchise platforms with affiliated development companies in specific regional markets, (2) programmatic platforms with established
regional developers with which our Company will have an exclusive relationship to engage in multiple regional investments and (3)
traditional local joint venture partnerships for one-off developments.

 · Quarterly Liquidity: We have adopted a Stockholder Redemption
Plan through which stockholders, on a quarterly basis, may have the opportunity to have their common stock repurchased, subject
to certain restrictions and limitations. Repurchases of shares of our common stock may be made on a quarterly basis under our Stockholder
Redemption Plan, subject to a quarterly limit of 5.0% of the shares of our common stock outstanding during the prior calendar quarter.

We cannot guarantee that any
funds will be set aside for the redemption plan or whether any funds set aside for