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April 24, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Katherine Bagley

 Re: Remembrance Group, Inc.

Offering
Statement on Form 1-A

Filed March
13, 2020

File No.
024-11179

Ladies and Gentlemen:

We hereby submit the responses of Remembrance
Group, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 9, 2020, providing
the Staff’s comments with respect to the Company’s Offering Statement on Form 1-A (as amended, the “Offering
Statement”). Concurrently with the filing of this response letter, we have filed an amendment
to the Offering Statement (the “Offering Statement Amendment”), and the Offering Statement Amendment incorporates
our changes as indicated below made in response to the Staff’s comments.

For the convenience of the Staff, each of
the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Offering
Statement on Form 1-A filed March 13, 2020

Part
II - Offering Circular

General,
page 1

 1. We
                                         note that the CDC has issued guidance for funeral directors in relation to COVID-19,
                                         and that many state and local governments have issued “stay at home” orders
                                         for residents. Please disclose how the CDC guidance and stay at home orders have impacted
                                         your financial condition and results of operations, and the operations of the independent
                                         operating companies, and whether you expect COVID-19 to impact your future operating
                                         results and future financial condition. In this regard, we note that the independent
                                         operating companies provide funeral services to customers, which often include large
                                         gatherings. Please also provide related risk factor disclosure. For guidance, see CF
                                         Disclosure Guidance: Topic No. 9 (March 25, 2020).

RESPONSE: We have revised the Offering Statement
to disclose how the CDC guidance and stay at home orders have impacted our financial condition and results of operations and the
operations of the independent operating companies, and our expectations regarding the impact of COVID-19 on our future operating
results and future financial condition. We have also added a related risk factor disclosure.

U.S. Securities and Exchange Commission

April 24, 2020

Page 2

 2. Reference
                                         is made to page F-19 were you disclose the terms of the subordinated convertible notes
                                         issued in March and October of 2019. Please tell us your consideration of providing dilution
                                         disclosure pursuant to Part II, Item 4 of Form 1-A, which discusses the subordinated
                                         convertible notes.

RESPONSE: Being that we will be issuing series
A preferred stock in this offering, which is not convertible into common stock, there will be no dilution to the purchasers of
the series A preferred stock as a result of any conversion of our outstanding subordinated convertible notes.

Summary

Our Company, page 1

 3. Please amend your disclosure to briefly define “tier
2 – 4 markets in the United States.”

RESPONSE: We have reconsidered our disclosure
regarding the markets that we target. Instead of referring to tiered markets, we have decided to utilize the U.S. Census Bureau’s
concept and classification of “metropolitan areas” and we have revised our disclosure to reflect this change.

The Funeral Industry,
page 2

 4. We note your disclosure that “[c]ombining th[e]
increase in the annual number of deaths with an expected decrease in the total number of business locations to service those cases
results in an expected double-digit market opportunity for existing Funeral businesses.” Please disclose why there is expected
to be a decrease in the total number of business locations to service cases, and provide support for this statement or identify
it as management’s belief.

RESPONSE: We have removed this sentence from
the disclosure on page 2 on the Offering Statement Amendment.

The Offering

Closings of the offering; Subscribing
through Cambria Capital, the My IPO platform, or Other Broker-Dealers:, page 6

 5. We note your references to “conditions to closing,”
and “any contingencies of the offering or any particular closing.” In an appropriate place in your filing, please
briefly describe these conditions or contingencies to closing and to the offering.

RESPONSE: We note that there are no conditions
to closing or contingencies of the offering that must be met before a closing can take place and we have removed those references
from the Offering Statement Amendment.

“We currently rely, and will
continue to rely, on other parties and partners for several key aspects of our business and operations.”, page 14

U.S. Securities and Exchange Commission

April 24, 2020

Page 3

 6. We note your disclosure that you “rely on other
parties for certain portions of [y]our business operations and services and will rely on other parties to develop key business
relationships[, and] also significantly rely on partners.” We also note your disclosure on page 13 that “[you] currently
rely on a third party preneed insurance marketer to assist [you] with targeting, marketing, and selling to customer prospects
in specific markets.” In appropriate place in your filing, please briefly describe the material terms of the agreements
noted above, including duration, fee structure, and other material terms. Please file the relevant agreements as exhibits, or
tell us why you do not believe you are required to do so. See Item 17.6. of Form 1-A.

RESPONSE: In light of the Staff’s comment
relating to our risk factor that references our reliance of other parties and partners, we have evaluated our existing relationships
and determined that disclosure indicating significant reliance on third parties is not applicable to us at this time. Accordingly,
we have deleted such risk factor disclosure. With respect
to third party preneed insurance marketers, we have revised our disclosure, which was erroneous. Although we currently generate
revenue from the provision of preneed services in the states that are favorable to, and allow, insurance to be the funding source
for preneed, we do not currently conduct any third-party marketing campaigns. We do plan to conduct such campaigns in the future.
Accordingly, we have removed disclosure from the risk factor in the Offering Statement Amendment relating to preneed insurance
marketers.

Risk Factors

Risks Related to Our Business and
Our Industry

“Our financial projections
are uncertain and should not be relied upon.”, page 14

 7. We note your reference to financial projections considered
by management, but were unable to find these projections in your offering circular. Because you have chosen to disclose the use
of these projections, please provide these projections in your filing, including the underlying assumptions and your reasonable
basis for these projections. See Part II(b) of Form 1-A. Alternatively, remove the references to these financial projections in
your filing, or tell us why you reference the same in your risk factor disclosure.

RESPONSE: We have removed all references to
financial projections from the Offering Statement.

Risks Related to the Regulatory
and Legal Aspects of Our Business

“If state laws or their interpretations
change, or new laws are enacted . . .”, page 15

 8. We note your disclosure that “several states are
implementing laws that restrict the types of activities companies commonly employ to solicit potential customers of preneed insurance.”
To provide context regarding the impact of these laws on your business, please disclose whether and to what extent you currently
operate in these states.

RESPONSE: With respect to the solicitation
of potential customers of preneed insurance, we have revised our disclosure in the Offering Statement Amendment to reflect that
we are not currently actively soliciting any potential customers of preneed insurance.

U.S. Securities and Exchange Commission

April 24, 2020

Page 4

Use of Proceeds, page 19

 9. We note your disclosure that a portion of your proceeds
will be used for the repayment of debt. Please describe the material terms of such indebtedness. If the debt was incurred within
one year, please describe the use of the proceeds arising from such indebtedness. See Instruction 6 to Item 6 of Form 1-A.

RESPONSE: We have revised our disclosure in
the Use of Proceeds section of the Offering Statement Amendment to include a cross reference to the liquidity and capital resources
section of our MD&A which now contains a description of the material terms of the referenced indebtedness and a description
of the use of proceeds of any such indebtedness that was incurred within one year.

Determination of Offering Price,
page 20

 10. We note that your offering circular cover page states
that the series A preferred stock has a par value of $0.0001 per share, but you state here that “[t]he series A preferred
stock is being sold at par, which we have determined to be $10.00 per share.” Please revise for consistency.

RESPONSE: We have revised references to the
series A preferred stock so that the Offering Statement Amendment no longer refers to the series A preferred stock being sold
at par. We now refer to the $10 per share price as the original issue price instead of par to avoid confusion.

Recent Developments, page 22

 11. We note your disclosure that the company has entered
into a long-term management agreement to divest one of its six funeral home businesses that was not majority owned by the Company.
In an appropriate place in your filing, please briefly describe the material terms of the agreement, including the duration of
the agreement. Please file the agreement as an exhibit, or tell us why you do not believe you are required to do so. See Item
17.6. of Form 1-A.

RESPONSE: We have provided the requested additional
disclosure relating to the material terms of this management agreement in the Offering Statement Amendment and we have filed a
copy of this agreement as an exhibit to the filing.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations Results of Operations, page 23

 12. Please expand your disclosure to provide a more robust
analysis of the significant factors materially affecting your revenues, costs of revenues, general and administrative expenses
and other income (loss), and quantify the significant drivers impacting each. Please also provide a narrative discussion of, and
quantify if appropriate, the extent to which such changes are attributable to changes in prices or to changes in the volume. Refer
to Part II, Item 9(a) of Form 1-A, and the instructions to Item 9(a).

RESPONSE: We have expanded our disclosure
to provide a more robust analysis of the significant factors materially affecting our revenues, costs of revenues, general and
administrative expenses and other income (loss), and we have quantified the significant drivers impacting each. In this expanded
disclosure, which can be found in the subsection titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Factors Affecting Our Operations,” we have also provided a narrative discussion of, and
quantified to the extent appropriate, which such changes are attributable to changes in prices or to changes in the volume.

U.S. Securities and Exchange Commission

April 24, 2020

Page 5

Liquidity and Capital Resources, page 24

 13. Please expand your disclosure to provide a more robust
understanding of your expenditure and cash needs along with constraints over the next 12 months and management’s plans to
alleviate such constraints. Please include a detailed description of the expected sources and demands for cash over the 12 months
following the most recent balance sheet date presented in your filing. Refer to Part II, Item 9(b) of Form 1-A.

RESPONSE: We have expanded our disclosure
under “Liquidity and Capital Resources” to provide a more robust understanding of our expenditure and cash needs along
with the constraints over the next 12 months and our plans to alleviate such constraints. We have also included a detailed description
of the expected sources and demands for cash over the 12 months following the most recent balance sheet date presented in our
filing.

Business

Our Corporate Structure and History,
page 29

 14. We note your disclosure that you have options to acquire
100% of the ownership interests in each of the six independent operating companies. Please clarify your current ownership percentage
or interest in each of these operating companies. Please also revise your risk factor disclosure to include any risks related
to your less than 100% ownership interest in these independent operating companies.

RESOPNSE: With respect to our options to
acquire 100% of the ownership interests in each of the six independent operating companies we have clarified our current
ownership status and the percentage or interest owned in each of these operating companies. We include a risk factor in the
Offering Statement Amendment that describes the risk that the counterparties to the option
agreements may breach the option agreements and since the option agreements do not contain any specific performance
provision, we may be unable to exercise the options and may only be entitled to damages for the counterparties breach.

Our Business, page 29

 15. We note your disclosure that “[you] own 100% of
Premier Funeral Management Group V LLC, a Delaware limited liability company, or PFMG V, our one wholly owned operating subsidiary.
PFMG V was formed to acquire and operate the Premier Sharp Funeral Home in Tennessee.” We also note that, on page 34, you
describe how you generate management and service fees from your MSAs. Please amend your disclosure to describe how you generate
fees from your one, wholly owned operating subsidiary. In this regard, it appears from your chart on page 30 that you do not have
an MSA with this entity, but operate the entity directly.

RESPONSE: We have provided the requested disclosure
in the Offering Statement Amendment.

U.S. Securities and Exchange Commission

April 24, 2020

Page 6

Our Option Agreements, page 30

 16. Where you describe the terms of each option agreement,
please disclose an estimate, if possible, of the relevant amount you must pay to each of the members of the relevant entity, for
their unpaid tax liability amount distributable to the relevant members under the relevant operating agreement, for the calendar
year in which you exercise each option.

RESPONSE: We have provided in the Offering Statement Amendment additional
disclosure indicating that we do not expect to be required to make any payments to any of the members of a relevant entity for
their unpaid tax liability amount under the terms of the relevant operating agreement for the calendar year in which we exercise
the option.

Our Strategy

Target Acquisitions in Certain
Tier 2 through Tier 4 Markets that Offer Specific Profiles. , page 32

 17. Please provide support for your statement that “[n]umerous
industry contacts estimate there is a steadily growing list of funeral home and cemetery properties currently for sale or that
are in the process of preparing for sale.”

RESPONSE: We have removed this sente