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  350
  East Las Olas Boulevard, Suite 1750

  Ft. Lauderdale, FL 33301-4268Telephone:
954-991-5420

Facsimile:
844-670-6009

http://www.dickinsonwright.com

Clint
J. Gage

CGage@dickinsonwright.com

954-991-5425

 July
17,  2024

Aisha
Adegbuyi

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

    Re:
    Worthy
    Property Bonds, Inc.

    Post-Qualification
    Amendment to Offering Statement on Form 1-A

    Filed
    July 17, 2024

    File
    No. 024-11563

Dear
Ms. Adegbuyi:

We
serve as counsel to Worthy Property Bonds, Inc. (the “Company”) and have been asked to provide this narrative response
to your comment letter, dated June 18, 2024, on behalf of the Company. Where applicable, revisions have been made to the Company’s
Offering Statement, which has been filed as Amendment No. 2 (“Amendment 2”) to Offering Statement on Form 1-A (the
“Offering Statement”). The Company responds as follows:

Post-Qualification
Amendment to Offering Statement on Form 1-A

General

1.
We note that you have changed the interest rates on your bonds through 3 separate Form 1-U filings since your last offering statement
was qualified on October 31, 2022. The Form 1-U does not supplement the offering statement itself. Please confirm that, going forward,
you will file supplements or post qualification amendments to disclose the change in the rate paid on the notes, in compliance with Regulation
A. In addition, please revise your risk factor disclosure to address the risks relating to the failure to file such amendments or supplements
when required.

Response:

The
Company hereby confirms that, going forward, its will file supplements or post qualification amendments to disclose the change in the
rate paid on the notes, in compliance with Regulation A.

In
addition, in Amendment 2 we have revised the Company’s risk factor disclosure to address the risks relating to the failure to file
such amendments or supplements when required, as follows:

The
Company may be subject to fines and penalties for failure to timely file reports and amendments with the SEC, including annual reports,
semi-annual reports, current reports and post-qualification amendments.

Dickinson
Wright PLLC

United
States Securities and Exchange Commission

 July
17,  2024

Page
2

The
SEC requires Regulation A issuers to file certain reports and amendments after an offering has been qualified to sell to investors. Specifically,
issuers are required to file annual and semi-annual reports and current reports reflecting certain changes and events that are material
to investors. Further, post-qualification amendments must be filed for ongoing offerings at least every 12 months after the qualification
date to include the financial statements that would be required by Form 1–A as of such date; or to reflect any facts or events
arising after the qualification date of the offering statement (or the most recent post-qualification amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the offering statement. The Company believes that
it has filed all required annual, semi-annual and current reports. However, the Company is filing this post-qualification amendment more
than 12 months from the qualification date of the offering, and it is possible that the SEC could take the position that additional post-qualification
amendments should also have been filed by the Company. As such, in which case it is possible that the Company could be liable for violating
Section 5 of the Securities Act if any of the securities issued in this Offering would be considered to be an unregistered issuance of
securities if no other exemption from registration is available. Section 5 allows purchasers to sue the Company for selling a non-exempt
security without registering it, whereby the purchasers seek rescission with interest, or damages if the purchaser sold his securities
for less than he purchased them. In such an event, the Company may not have the funds required to address all rescissions if a large
number of investors seek rescission at the same time, and as a result, we may be delayed in the delivery of funds for such rescissions
and may be required to sell some of our assets, which may take significant amounts of time and may yield less than is needed to meet
our rescission obligations. The Company could also be subject to other enforcement actions by the SEC, and may be subject to fines and
penalties which may negatively impact the financial status of the Company and your investments.

2.
We note that your offering statement was originally qualified on October 31, 2022. This post-qualification amendment was filed on May
24, 2024. Tell us how you believe you were in compliance with the requirements of Rule 252(f)(2) which requires that you file a post-qualification
amendment every 12 months. Please tell us the number of Worthy Property Bonds sold in the last year. Revise your risk factors to discuss
the extent that you may be required to repurchase any notes sold during the period where you have not had an updated offering statement,
and your ability to meet that repurchase obligation.

Response:

The
Company acknowledges that it did not file a post-qualification amendment to its offering statement within 1 year of the qualification
date. During the period October 31, 2023 (the one year anniversary of qualification) through May 28, 2024 (the date the Company paused
selling securities in the offering) (the “Period”) the Company sold $19,489,830 in bonds. As a result of investor
redemption requests, as of July 2, 2024 there were $14,742,130 of such bonds still outstanding.

Please
note that pursuant to the terms of investment under the offering, all investors in the Company’s bonds have the right to request
redemption at any point in time, as evidenced by the disclosures above regarding bonds sold versus those bonds that remain outstanding.

Dickinson
Wright PLLC

United
States Securities and Exchange Commission

 July
17,  2024

Page
3

In
order for the Company to satisfy any obligation to repurchase bonds sold during the Period that have not already been redeemed, the Company
would need to utilize a combination of available cash and cash equivalents (liquid publicly traded securities) and would potentially
need to attempt to prematurely liquidate existing loans, which premature liquidations would be subject to the terms of said loans and
cannot be guaranteed.

Please
see our response to Comment 1 with respect to revisions to the Company’s risk factors.

Item
6. Unregistered Securities Issued or Sold Within One Year, page 1

3.
Revise your response to address the total number of unregistered securities sold during the prior one-year period. This should include
the sales of any bonds under the offering statement, as well any other sales of any class of securities.

Response:

Please
see our response to Comment 2. There were no other sales of securities by the Company during the Period.

Offering
Circular Summary, page 3

4.
Please include an organizational chart depicting the platform manager, the affiliates, and the owner of the platform, etc. Since Worthy
Financial is in the process of selling its ownership interests in Worthy Property and other subsidiaries to Worthy Wealth, please present
the corporate structure before and after the completion of the transactions contemplated by the Securities Purchase Agreement.

Response:

The
Worthy Fintech Platform is owned solely by Worthy Financial, Inc. (“WFI”), the Company’s parent company.

We
have included in Amendment 2 charts detailing the corporate structure both before and after the completion of the transactions contemplated
by the Securities Purchase Agreement.

5.
We note your disclosure that “[o]n December 11, 2023, Worthy Wealth, Inc. executed a stock purchase agreement (the
“SPA”) to purchase from [Worthy Financial] all of the issued and outstanding equity of the Company and our affiliate,
Worthy Property Bonds 2, Inc.” Please clarify all material conditions to the completion of the SPA. Please clarify which
entity owns the company’s shares both before and after the completion of the transactions. Discuss the extent to which the
leadership of Worthy Financial and Worthy Wealth will remain similar and highlight any significant changes to the
leadership.

Dickinson
Wright PLLC

United
States Securities and Exchange Commission

 July
17,  2024

Page
4

Response:

In
Amendment 2 we have revised the section “Offering Circular Summary” to provide as follows:

    ●
    The
    only material condition to closing the SPA transaction is the payment by WWI to WFI of a minimum of $10,000,000 in cash at closing
    and the issuance to by WWI to WFI of a promissory note in the original principal amount of $30,000,000 less the amount of cash paid
    at closing.  Additional customary closing documents will also be delivered, but they are not a material condition to closing.

    ●
    Prior
    to the closing of the SPA transaction, WFI owns 100% of the issued and outstanding equity of the Company and Worthy Property Bonds
    II, Inc.  Upon the closing of the SPA transaction, WWI would own 100% of the issued and outstanding equity of the Company
    and Worthy Property Bonds II, Inc.

    ●
    Reference
    to the section “Certain Relationships and Related Party Transactions” with respect to the extent to which the
    leadership of the Company and WWI will remain similar and to highlight any significant changes to the leadership.

In
Amendment 2 we have revised the section “Certain Relationship and Related Party Transactions” to clarify the extent
to which the leadership of the Company and WWI will remain similar and to highlight any significant changes to the leadership.

Recent
Developments

The
SPA, page 5

6.
Please revise your disclosure to address the reasons for the SPA and the reasonably likely impact to the company if it is completed.
We note your disclosure that Worthy Wealth and/or Worthy Financial expect to deposit funds into Worthy Peer I &II in order to
address liquidity and asset shortfalls that have prevented you from redeeming bonds issued by those companies. Revise your
disclosure to discuss any obligation by the manager (either Worthy Financial or Worthy Wealth), to support the subsidiaries in
making bond payments. Further, please file the stock purchase agreement as an exhibit and revise your disclosure in the offering
circular to clarify the terms and parties involved in the agreement or advise.

Response:

In
Amendment 2 we have revised our disclosure to set forth the following:

    *
    The
    principal purpose of the SPA is to organize, under Worthy Wealth, Inc. (“WWI”), a group of entities that are engaged
    in the business of making real estate loans and other permissible real estate investments, including those made by the Company, Worthy
    Property Bonds 2, Inc., and other current and to be formed subsidiaries of WWI.

    *
    In
    connection with the closing of the transactions set forth in SPA, 100% of the equity of the Company will be sold by WFI to WWI.

    *
    The
    Company does not anticipate any material changes to operations if the transactions set forth in the SPA are completed.

    *
    Neither
    the manager of WFI nor WWI have any direct obligation, to the Company’s knowledge, to support their respective subsidiaries
    in making bond payments.

Dickinson
Wright PLLC

United
States Securities and Exchange Commission

 July
17,  2024

Page
5

    *
    That,
    to the Company’s knowledge, WFI’s use of proceeds from the sale of the Company and WPB2 includes funding Worth Peer I
    and II in order to enable them to meet their redemption obligations.

    *
    That,
    any liquidity and asset shortfalls at Worthy Peer I and II have had no affect on the Company’s ability to redeem the Company’s
    bonds, in that the various subsidiaries of WFI are operated separate and apart from one another.

In
Amendment 2 we have included the SPA as an exhibit and revised the offering circular to further clarify the terms and parties involved
in the agreement.

Risk
Factors

Risks
Related to Our Company, Page 10

7. In
the third risk factor on page 11, you discuss the fact that Worthy Peer Capital I & II both had to pause redemptions because redemptions
requests exceeded available liquid assets. However, it appears that Worthy Peer Capital I, Worthy Peer Capital II and Worthy Community
all have outstanding bonds that substantially exceed the value of their assets. Add a separate risk factor that highlights that, in the
event that borrowers default, or you are otherwise unable to collect the principal and interest on the loans or other investments, you
may not be able to pay principal or interest on the bonds, providing examples from other Worthy bond issuances.

Response:

In
Amendment 2 we have added the following risk factor:

Our
ability to pay principal and interest on Worthy Property Bonds is dependent on the Company’s success in collecting amounts loaned
by the Company to third party borrowers.

The
Company’s ability to make principal and interest payments on Worthy Property Bonds is dependent, in part, on the Company’s
ability to collected principal and interest on the loans made by the Company to third party borrowers. In the event a material number
of the Company’s borrowers default on their repayment obligations under their loans the Company would eventually have difficulty
timely paying interest and principal on the Worthy Property Bonds issued in this offering. In such an event, such repayments would need
to be temporarily paused until such time as the Company can successfully liquidate the required amount of its loan portfolio, raise capital
through commercial lenders, or receive contributions from the Company’s parent company, WFI. There can be no guarantee that such
measures would be successful.

As
set forth above in the risk factor titled “The amount of repayments that bond holders demand at a given time may exceed the
amount of funds we have available to make such payments which may result in a delay in repayment or loss of investment to the bond holders”,
certain other subsidiaries of WFI have been forced, for the reasons set forth above, as set forth therein, to pause the payment of principal
and interest (interest continues to be accrued), under the bonds issued by said subsidiaries.

Dickinson
Wright PLLC

United
States Securities and Exchange Commission

 July
17,  2024

Page
6

8. Revise
each risk factor in this section to specifically address how your risks might impact your ability to make principal and interest payments
on the bonds, rather than reflecting an impact on your “operating results.”

Response:

In
Amendment 2 we have revised the following risk factors as follows to specifically address how the Company’s risks might impact
its ability to make principal and interest payments on the bonds:

We
have been operational for approximately 18 months, have a relatively limited operating history, and we may never become profitable.

We
do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we may not be able to
attract investment, compete, or maintain operations. Any material negative impact to our operations could potentially negatively impact
our ability to pay principal and interest on our Worthy Property Bonds, and ultimately impact our ability to continue as a going concern.

We
are dependent on advances from our parent company and the funds to be raised in this offering in order to be able to implement our business
plan.

Until
sufficient proceeds have been received by us from the sale of Worthy Property Bonds in this offering we will rely on advances from our
parent as to which we have no assurances. WFI is not obligated to provide advanc