SecProbe.io

July 1, 2025
Jamison Manwaring
Chief Executive Officer
NV REIT LLC
5227 N. 7th Street
Phoenix, AZ 85014
Re:NV REIT LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed June 17, 2025
File No. 024-12089
Dear Jamison Manwaring:
            We have reviewed your amendment and have the following  comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post Qualification Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1.We note your disclosure here and throughout your document that you are offering $75
million of Class A Investor Shares. However, we note that your disclosure indicates
you have made sales in the prior 12 months. In this regard, we note your disclosure on
page F-16 that during the year ended December 31, 2024, you sold Class A investor
shares for net proceeds of $1,486,957, and also your disclosure in your 1-SA for the
semi-annual period ended June 30, 2024, that during the six months ended June 30,
2024, you sold Class A investor shares for proceeds of $434,275, which indicate that
you sold over $1 million of Class A investor shares in the last six months of
2024. Please revise Items 4 and 6 in Part I and your offering circular throughout to
adjust the amount you are offering currently to account for the securities you have
already sold within the prior 12 months, or advise. Refer to Securities Act Rule 251.

July 1, 2025
Page 2
Risks of Investing, page 6
2.We note that you have not previously filed a post qualification amendment, as
required by Securities Act Rule 252(f)(2)(i), which requires you to file an amendment
to update your financial statements at least every 12 months after the qualification
date. Please add disclosure, including risk disclosure, to the extent applicable, to
disclose this fact, how the lack of these filings may be inconsistent with the rule's
requirements, and any resulting consequences, including any consequences relating to
any potential claims for recission or damages. Further, please revise to quantify the
amount of securities that you sold subsequent to the one-year anniversary of the
qualification date for your initial Regulation A offering.
Part III - Exhibits, page 72
3.We note that you have provided an auditor's consent dated April 9, 2025, and that the
consent relates to the Form 1-U. Please provide a currently dated consent that reflects
the appropriate form from your auditor in your next amendment.
Signatures, page 73
4.Please revise your signature page to conform to the requirements of Instruction 1 to
the Signatures section of Form 1-A.  In particular, we note that you have not provided
the signature of your principal financial officer and principal accounting officer.
            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 Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Mark Roderick, Esq.