SecProbe.io

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 Generation Income Properties, Inc.   401 East Jackson St., Suite 3300 Tampa, Florida 33606   May 27, 2026 VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Benjamin Holt   Re: Generation Income Properties, Inc. Registration Statement on Form S‑11 (Registration No. 333-296210) Ladies and Gentlemen: Please be advised that this acceleration request revises and replaces the acceleration request previously filed on May 26, 2026, for the above-referenced Registration Statement. Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Generation Income Properties, Inc. (the “Registrant”), hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 P.M., Eastern time, on Thursday, May 28, 2026, or as soon as practicable thereafter. The Registrant respectfully requests that you notify Mr. Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122. Very truly yours,   Generation Income Properties, Inc.     By: /s/ David Sobelman David Sobelman Chief Executive Officer
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 Generation Income Properties, Inc.   401 East Jackson St., Suite 3300 Tampa, Florida 33606   May 26, 2026 VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Benjamin Holt   Re: Generation Income Properties, Inc. Registration Statement on Form S‑11 (Registration No. 333-296210) Ladies and Gentlemen: This acceleration request revises and replaces the acceleration request originally filed on May 22, 2026, for the above-referenced Registration Statement. Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Generation Income Properties, Inc. (the “Registrant”), hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 4:30 P.M., Eastern time, on Wednesday, May 27, 2026, or as soon as practicable thereafter. The Registrant respectfully requests that you notify Mr. Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122. Very truly yours,   Generation Income Properties, Inc.     By: /s/ David Sobelman David Sobelman Chief Executive Officer
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 Generation Income Properties, Inc.   401 East Jackson St., Suite 3300 Tampa, Florida 33606   May 22, 2026 VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Benjamin Holt   Re: Generation Income Properties, Inc. Registration Statement on Form S‑11 (Registration No. 333-296210) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Generation Income Properties, Inc. (the “Registrant”), hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 4:30 P.M., Eastern time, on May 26, 2026, or as soon as practicable thereafter. The Registrant respectfully requests that you notify Mr. Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122. Very truly yours,   Generation Income Properties, Inc.     By: /s/ David Sobelman David Sobelman Chief Executive Officer
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<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2026

David Sobelman
President and Chief Executive Officer
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street, Suite 3300
Tampa, FL 33602

 Re: GENERATION INCOME PROPERTIES, INC.
 Draft Registration Statement on Form S-11
 Submitted April 21, 2026
 CIK No. 0001651721
Dear David Sobelman:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Curt Creely, Esq.
</TEXT>
</DOCUMENT>

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ACCELERATION REQUEST

 GENERATION INCOME PROPERTIES, INC.

401 East Jackson Street, Suite 3300

Tampa, Florida 33602

January 9, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Real Estate & Construction

Washington, D.C. 20549

 Attn: Catherine De Lorenzo

Re:
 Generation Income Properties, Inc.

 Registration Statement on Form S-11

 File No. 333-274786

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant, Generation Income Properties, Inc., hereby requests that the above-referenced Registration Statement on Form S-11 be declared effective
at 5:00 p.m., Eastern Standard Time, on Thursday, January 11, 2024, or as soon as practicable thereafter. The Registrant respectfully requests that you notify Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call
to (813) 225-4122.

Very truly yours,

GENERATION INCOME PROPERTIES, INC.

By:

/s/ Ron Cook

Ron Cook

Chief Financial Officer

United States securities and exchange commission logo
October 5, 2023
David Sobelman
Chief Executive Officer
Generation Income Properties, Inc.
401 East Jackson Street, Suite 3300
Tampa, FL 33602
Re:Generation Income Properties, Inc.
Registration Statement on Form S-11
Filed September 29, 2023
File No. 333-274786
Dear David Sobelman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

United States securities and exchange commission logo
September 16, 2020
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 4 to Form S-11
Filed August 28, 2020
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 5, 2020 letter.
Amendment No 4. on Form S-11
Our Distribution Policy, page 43
1.We note your response to our prior comment 1.  Please revise your distribution table to
ensure that all applicable pre-acquisition results for the acquired properties are reflected in
your calculation of cash available for distribution.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 September 16, 2020 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
September 16, 2020
Page 2
Pro Forma Consolidated Financial Statements, page F-41
2.Please explain to us why the historical column in the Pro Forma Consolidated Statement
of Operations does not reconcile with the Consolidated Statement of Operations for
Generation Income Properties, Inc.  Revise your Pro Forma Consolidated Statement of
Operations as necessary.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

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 GENERATION INCOME PROPERTIES, INC.

401 East Jackson Street, Suite 3300

Tampa, Florida 33602

August 30, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 Washington, DC 20549

Re:
 Generation Income Properties, Inc.

Registration Statement on Form S-11 (Registration No. 333-235707)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Generation Income Properties, Inc. (the
“Registrant”), hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 P.M., Eastern time, on Wednesday, September 1, 2021, or as soon as practicable thereafter. The Registrant respectfully
requests that you notify Mr. Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122.

Very truly yours,

Generation Income Properties, Inc.

By:

/s/ Richard Russell

Richard Russell

Chief Financial Officer

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 Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

August 30, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Real Estate & Construction

100 F Street, N.E.

 Washington, DC 20549

 Re:

Generation Income Properties, Inc.

 Registration Statement on Form S-11, as amended

File No: 333-235707

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC,
as managing underwriter, hereby joins the request of Generation Income Properties, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will become
effective at 5:00 p.m. Eastern Time on Wednesday, September 1, 2021, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as
many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8
promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

 Very truly yours,

Maxim Group LLC

 By:

 /s/ Clifford A. Teller

 Name: Clifford A. Teller

 Title: Head of Investment Banking,

      Executive Managing Director

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 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

TAMPA, FL 33602-5810

 P.O. BOX 3391

TAMPA, FL 33601-3391

 813.229.2300 TEL

813.221.4210 FAX

 WWW.FOLEY.COM

 WRITER’S DIRECT LINE

813.225.4122

 ccreely@foley.com

 August 26, 2021

Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES, INC.

Amendment No. 9 to Form S-11

Filed August 18, 2021

File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated August 24, 2021. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company. Please be advised that, concurrently herewith, the Company
has filed an Amendment No. 10 to the above-described Registration Statement.

 Amended Registration Statement on Form S-11 filed August 18, 2021

 General

1.
 Please update the disclosure throughout the prospectus as of the most recent practicable date. For
example, we note the organizational structure on page 9, the common stock outstanding after the offering on page 14, and the beneficial ownership table is as of June 30, 2021

Response: The Company has updated disclosure throughout the prospectus as of a more recent date. In particular, the following
disclosures have been updated as of August 23, 2021: the lead-in paragraph on page 9 to the organizational diagram; the outstanding share number and related information on page 15; the risk factor on page 16 beginning with “Because we have
110.0 million . . . .”; the risk factor on page 18 beginning with “Our President . . . .”; the last paragraph on page 46; the employee numbers on page 55; the management table on page 68; the beneficial ownership table on page
81; the last paragraph on page 84; and the last paragraph on page 89.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 August 26, 2021

  Page
 2

 Offering Summary, page 1

2.
 We note the disclosure on page 1 and elsewhere in the prospectus that approximately 80% of your
portfolio’s annualized base rent was received from tenants that have (or whose parent company has) an investment grade credit rating of “BBB-” or higher. We note this figure excludes La-Z-Boy Corporation, which is not rated. Please revise throughout the prospectus to clearly disclose this figure including
La-Z-Boy Corporation

Response: The subject disclosure has been revised on pages 1, 5, 46, 50, to include La-Z-Boy Corporation in the percentage calculation, which now reads as “73%”.

 Exhibits

3.
 We note that the legality opinion filed as Ex. 5.1 contains the assumption that “the Company will
issue the Offered Securities in accordance with the Board Resolutions, and both as of the date hereof and prior to the issuance of any Offered Securities, the Company will have available for issuance, under the Charter, the requisite number of
authorized but unissued shares of Common Stock for the issuance of the Offered Securities.” This is an overly broad opinion that assumes material facts underlying the opinion. For guidance, see Staff Legal Bulletin No.
19.II.B.3.a. Please remove this assumption.

 Response: The legality opinion in Exhibit 5.1 has been
revised to delete the subject assumption.

4.
 We note that the legality opinion is limited to Maryland General Corporation Law. However, the unit
certificate, warrant certificate and agreement, and the representative’s warrant certificate all designate that New York law governs the agreements. The opinion as it relates to the units, warrants and representative’s warrants should
be based upon the law of the jurisdiction governing the agreement. For guidance, see Staff Legal Bulletin No. 19.II.B.1.f. Please revise the opinion accordingly.

Response: The legality opinion in Exhibit 5.1 has been revised to reference New York law. Please see the paragraph beginning with
“The foregoing opinion is . . . .”

 *****

 August 26, 2021

  Page
 3

 Should you have any additional questions, please do not hesitate to contact the undersigned
at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

United States securities and exchange commission logo
August 24, 2021
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 9 to Form S-11
Filed August 18, 2021
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amended Registration Statement on Form S-11 filed August 18, 2021
General
1.Please update the disclosure throughout the prospectus as of the most recent practicable
date.  For example, we note the organizational structure on page 9, the common stock
outstanding after the offering on page 14, and the beneficial ownership table is as of June
30, 2021.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 August 24, 2021 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
August 24, 2021
Page 2
Offering Summary, page 1
2.We note the disclosure on page 1 and elsewhere in the prospectus that approximately 80%
of your portfolio’s annualized base rent was received from tenants that have (or whose
parent company has) an investment grade credit rating of “BBB-” or higher.  We note this
figure excludes La-Z-Boy Corporation, which is not rated.  Please revise throughout the
prospectus to clearly disclose this figure including La-Z-Boy Corporation.
Exhibits
3.We note that the legality opinion filed as Ex. 5.1 contains the assumption that "the
Company will issue the Offered Securities in accordance with the Board Resolutions, and
both as of the date hereof and prior to the issuance of any Offered Securities, the
Company will have available for issuance, under the Charter, the requisite number of
authorized but unissued shares of Common Stock for the issuance of the Offered
Securities."  This is an overly broad opinion that assumes material facts underlying the
opinion.  For guidance, see Staff Legal Bulletin No. 19.II.B.3.a.  Please remove this
assumption.
4.We note that the legality opinion is limited to Maryland General Corporation Law.
However, the unit certificate, warrant certificate and agreement, and the representative's
warrant certificate all designate that New York law governs the agreements.  The opinion
as it relates to the units, warrants and representative's warrants should be based upon the
law of the jurisdiction governing the agreement.  For guidance, see Staff Legal Bulletin
No. 19.II.B.1.f.  Please revise the opinion accordingly.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

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SEC Response Letter

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

P.O. BOX 3391

 TAMPA, FL 33601-3391

813.229.2300 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE

 813.225.4122

ccreely@foley.com

 July 27, 2021

Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

 Re:    GENERATION INCOME PROPERTIES, INC.

Amendment No. 7 to Form S-11

Filed July 9, 2021

File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated July 20, 2021. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

1.
 We partially reissue comment 2. Please explain the reference in the overallotment to issuing additional
common stock and/or warrants rather than units and reconcile with the fee table, which reflects the overallotment in calculating the maximum aggregate offering price for the units.

Response: Please be advised that the offering has been modified to provide that the units will now trade as a separate class of security
for 30 days after the closing of the offering, after which the shares and warrants will trade separately. The overallotment option has been correspondingly modified to be exercisable for additional units (rather than for additional common stock
and/or warrants).

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 July 27, 2021

 Page 2

2.
 We note that Exhibit 5.1 was revised in response to comment 4 to opine that the units will be validly
issued, fully paid and non-assessable. However, these units are contractual obligations, and therefore counsel should opine as to whether the units are binding obligations of the company. For guidance see
Staff Legal Bulletin No. 19.II.B.1.f. Please revise the opinion accordingly.

 Response: Exhibit 5.1 has
been revised and re-filed to include to provide the additional opinion regarding the units.

 *****

 If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

United States securities and exchange commission logo
July 20, 2021
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 7 to Form S-11
Filed July 9, 2021
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 7, 2021 letter.
Amended Registration Statement on Form S-11 filed July 9, 2021
Prospectus Cover Page, page 1
1.We partially reissue comment 2.  Please explain the reference in the overallotment to
issuing additional common stock and/or warrants rather than units and reconcile with the
fee table, which reflects the overallotment in calculating the maximum aggregate offering
price for the units.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 July 20, 2021 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
July 20, 2021
Page 2
Exhibits
2.We note that Exhibit 5.1 was revised in response to comment 4 to opine that the units will
be validly issued, fully paid and non-assessable.  However, these units are contractual
obligations, and therefore counsel should opine as to whether the units are binding
obligations of the company.  For guidance see Staff Legal Bulletin No. 19.II.B.1.f.  Please
revise the opinion accordingly.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

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SEC Response Letter

 July 9, 2021

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES, INC.

 Amendment No. 6 to Form S-11

 Filed June 17, 2021

 File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated July 7, 2021. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Amended Registration Statement on Form S-11 filed June 17, 2021

Registration Statement Fee Table, page i

1.
 The maximum aggregate offering price was calculated based upon the
mid-point of the price range, rather than the maximum. Please revise the calculation to cover the maximum aggregate offering price. Similarly revise the legality opinion.

Response: The registration fee table has been revised to calculate the registration fee based on the maximum offering price. Please be
advised that the Company has increased the expected public offering price range on the cover page of the prospectus to $12.00 to $14.00 per Unit (from $11.00 to $13.00), and accordingly the fee table has been revised based on a maximum price of
$14.00 per Unit.

 Prospectus Cover Page, page i

2.
 We note the disclosure that “the underwriters have informed us that the gross proceeds of this offering
will not be less than $15,000,000.” However, using the minimum of the price range of $11 will result in $13.75 million. Please reconcile or explain the statement from the underwriters. Please also explain the reference in the
overallotment to issuing additional common stock and/or warrants rather than units.

 July 9, 2021

  Page
 2

 Response: In response to the first three sentences of the foregoing comment and as
described above, the Company has increased the expected price range to $12.00 to $14.00 per Unit. As a result, the $15 million minimum would be satisfied by an offering at the lower end of the range.

In response to the last sentence of the foregoing comment and as discussed with the Staff, we believe that it is not uncommon for underwriters
in unit offerings to have an overallotment option that is exercisable with respect to shares of common stock and/or warrants (rather than units) when the common stock and warrants will trade separately immediately following the offering. We note,
for example, the following recently completed unit offerings:

a.
 S-1 Registration Statement filed by Jupiter Wellness, Inc. S-1 on October 26, 2020: (https://www.sec.gov/Archives/edgar/data/0001760903/000126493120000190/cdbs1a8.htm);

b.
 S-1 Registration Statement filed by Auddia Inc. filed on
February 11, 2021 (https://www.sec.gov/Archives/edgar/data/0001554818/000168316821000487/clip_s1a10.htm); and

c.
 S-1 Registration Statement filed by Yield10 Bioscience, Inc. filed on
December
18, 2017 (https://www.sec.gov/Archives/edgar/data/0001121702/000110465917073881/a17-28240_4s1a.htm).

 Exhibits

3.
 We note that the legality opinion includes in assumption 3 that “such party’s obligations
(including the Company’s) set forth therein are legal, valid and binding.” As this relates to the company’s obligations, this is an inappropriate assumption as it assumes away the relevant portion of the opinion. Also, please revise
the opinion to opine upon the units being registered in this offering.

 Response: The Exhibit 5.1 opinion has
been revised and re-filed in accordance with the Staff’s comment.

 July 9, 2021

  Page
 3

 General

4.
 We note the exclusive forum provision in Section 4(e) of the warrant agreement filed as Exhibit 4.9
identifies the state and federal courts of the city of New York, borough of Manhattan as the exclusive forum for litigation arising under the warrant agreement. Please provide clear disclosure of this provision in the prospectus, including whether
this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please
also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that 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.

Response: The Company has added a new section on page 85 entitled “Exclusive Forum” in which the Company, among other things,
(i) describes the exclusive forum provision, (ii) notes that although the exclusive forum provision applies to securities law claims, the provision does not limit the federal district court in which claims may be brought under the federal
securities laws, (iii) states that investors cannot waive compliance with the federal securities laws, and (iv) states that a court may otherwise find the provision unenforceable. Please be advised that the Company also added a new
corresponding risk factor on page [17] (See the new risk factor entitled “The exclusive forum clause . . . ..”).

 *****

If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

United States securities and exchange commission logo
July 7, 2021
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 6 to Form S-11
Filed June 17, 2021
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 6, 2021 letter.
Amended Registration Statement on Form S-11 filed June 17. 2021
Registration Statement Fee Table, page i
1.The maximum aggregate offering price was calculated based upon the mid-point of the
price range, rather than the maximum.  Please revise the calculation to cover the
maximum aggregate offering price.  Similarly revise the legality opinion.
Prospectus Cover Page , page i
2.We note the disclosure that "the underwriters have informed us that the gross proceeds of
this offering will not be less than $15,000,000."  However, using the minimum of the
price range of $11 will result in $13.75 million.  Please reconcile or explain the statement

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 July 7, 2021 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
July 7, 2021
Page 2
from the underwriters.  Please also explain the reference in the overallotment to issuing
additional common stock and/or warrants rather than units.
Exhibits
3.We note that the legality opinion includes in assumption 3 that "such party’s obligations
(including the Company’s) set forth therein are legal, valid and binding."  As this relates
to the company's obligations, this is an inappropriate assumption as it assumes away the
relevant portion of the opinion.  Also, please revise the opinion to opine upon the units
being registered in this offering.
General
4.We note the exclusive forum provision in Section 4(e) of the warrant agreement filed as
Exhibit 4.9 identifies the state and federal courts of the city of New York, borough of
Manhattan as the exclusive forum for litigation arising under the warrant agreement.
Please provide clear disclosure of this provision in the prospectus, including whether this
provision applies to actions arising under the Securities Act or Exchange Act.  If so,
please also state that there is uncertainty as to whether a court would enforce such
provision.  If the provision applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  In that regard, we note that 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.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
filename1.htm

CORRESP

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

P.O. BOX 3391

 TAMPA, FL 33601-3391

813.229.2300 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE
813.225.4122

ccreely@foley.com

 June 17, 2021

Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES INC.

Amendment No. 5 to Form S-11

Filed April 12, 2021

File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated May 6, 2021. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Form S-11/A filed April 12, 2021

General

1.
 We note the risk factor on page 43 that discloses the company has entered into two tax protection
agreements. Please provide clear disclosure of the material terms of the agreements and file as exhibits.

Response: The Company has expanded the risk factor on page 40 to disclose the material terms of the tax protection agreements. In
addition, the Company has filed the tax protection agreements as Exhibits 10.37 and 10.38, respectively.

 Summary Risk Factors, page 10

2.
 We note that your summary risk factors are now six pages in length. Please revise to limit to two
pages and disclose only the principal factors that make an investment in the registrant or offering speculative or risky, as required by Item 105(b) of Regulation S-K.

 AUSTIN

BOSTON

 CHICAGO

DALLAS

 DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 June 17, 2021

 Page
 2

 Response: The Company has revised the summary risk factors to limit such disclosure to
two pages and to only disclose the principal factors that make an investment speculative or risky.

 Our Distribution Policy, page 48

3.
 We note that you calculate a payout ratio of 90% despite your estimated shortfall of cash available for
distribution for the twelve months ended December 31, 2021. Given your projected cash flow deficit, please explain to us how you are able to project a dividend and positive pay out ratio.

Response: The Company has revised the Distribution Policy section to provide that, although the Company anticipates making quarterly
distributions to its stockholders over time, its Board of Directors has the sole discretion to determine the timing and amount of any distributions to its stockholders. As such, the Company has removed a reference to the payout ratio and has deleted
the table calculating cash available for distribution.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 69

4.
 We note your measures of Core Funds From Operations and Adjusted Funds From Operations include an adjustment
for distributions on redeemable non-controlling L.P interests. Please explain to us how you determined this was an appropriate adjustment to net earnings to arrive at your
non-GAAP measures. In particular, it does not appear that distributions on redeemable non-controlling L.P interests reduce net earnings. As a
result it is unclear why it is appropriate to add those distributions to net earnings to calculate your non-GAAP measures.

Response: The Company has revised the tables on pages 65 and 66 to eliminate an adjustment for distributions on redeemable non-controlling L.P interests. We also note that the Company has also modified the table so that the calculation of the relevant measures begins with “Net Loss” rather than “Net Loss attributable to
Generation Income Properties, Inc.”, and the Company also modified the narrative paragraphs which immediately precede the tables in order to conform to the revised tables.

 June 17, 2021

  Page
 3

 Executive Compensation, page 78

5.
 We note the added disclosure that as of December 1, 2020, Mr. Russell’s employment agreement
was amended to waive his right to cash compensation, instead being paid 550 restricted shares of common stock until the closing of the initial public offering. Please add a footnote to the summary compensation table to disclose the amount of
the salary that was paid through the issuance of the common stock. See Instruction 2 to Item 402(n)(2)(iii) and (iv) of Regulation S-K. In addition, please clarify, to the extent known, any
changes to the compensation of your named executive officers that will occur after the completion of the initial public offering.

Response: The Company has added a new footnote 4 to the summary compensation table to disclose the amount of the salary that was paid
through the issuance of common stock. In addition, the Company disclosed the intended changes to the compensation of its named executive officers on page 74 (see last two sentences of the first paragraph under the caption “Executive
Compensation”).

6.
 Please revise the directors’ compensation table to reflect the grant on February 3, 2020,
of 2,500 shares of restricted stock to each of Betsy Peck and Stuart Eisenberg.

 Response: The Company
has revised the directors’ compensation table to reflect the grant in 2020 of the restricted shares to each of Betsy Peck and Stuart Eisenberg.

Financial Statements, page F-1

7.
 We note that you previously provided financial statements for significant property acquisitions in
2019. In your next amendment, please include these financial statements in accordance with Rule 8-06 of Regulation S-X. Your amended filing should include
current consents from the independent accountants that audited those financial statements.

 Response: We note
that Rule 8-06 of Regulation S-X refers to Rule 3-14 of Regulation S-X, and Rule 3-14(a) of Regulation S-X provides that financial statements for acquired real estate operations must only be provided if the real estate acquisition has occurred during the
most recent fiscal year or any subsequent interim period. Each of the significant property acquisitions made by the Company in 2019 are reflected in the Company’s 2020 audited financial statements for the entire 2020 year and for the entire
three months ended March 31, 2021. Based on this and in accord with our discussion with the Staff, the Company has omitted the property-level financial statements for the 2019 acquisitions.

*****

 June 17, 2021

  Page
 4

 If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

United States securities and exchange commission logo
May 6, 2021
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 5 to Form S-11
Filed April 12, 2021
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-11/A filed April 12, 2021
General
1.We note the risk factor on page 43 that discloses the company has entered into two tax
protection agreements.  Please provide clear disclosure of the material terms of the
agreements and file as exhibits.
Summary Risk Factors, page 10
2.We note that your summary risk factors are now six pages in length.  Please revise to limit
to two pages and disclose only the principal factors that make an investment in the
registrant or offering speculative or risky, as required by Item 105(b) of Regulation S-K.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 May 6, 2021 Page 2
 FirstName LastNameDavid  Sobelman
GENERATION INCOME PROPERTIES, INC.
May 6, 2021
Page 2
Our Distribution Policy, page 48
3.We note that you calculate a payout ratio of 90% despite your estimated shortfall of cash
available for distribution for the twelve months ended December 31, 2021.  Given your
projected cash flow deficit, please explain to us how you are able to project a dividend and
positive pay out ratio.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 69
4.We note your measures of Core Funds From Operations and Adjusted Funds From
Operations include an adjustment for distributions on redeemable non-controlling L.P
interests.  Please explain to us how you determined this was an appropriate adjustment to
net earnings to arrive at your non-GAAP measures.  In particular, it does not appear that
distributions on redeemable non-controlling L.P interests reduce net earnings. As a
result it is unclear why it is appropriate to add those distributions to net earnings to
calculate your non-GAAP measures.
Executive Compensation, page 78
5.We note the added disclosure that as of December 1, 2020, Mr. Russell's employment
agreement was amended to waive his right to cash compensation, instead being paid 550
restricted shares of common stock until the closing of the initial public offering.  Please
add a footnote to the summary compensation table to disclose the amount of the salary
that was paid through the issuance of the common stock.  See Instruction 2 to Item
402(n)(2)(iii) and (iv) of Regulation S-K.  In addition, please clarify, to the extent known,
any changes to the compensation of your named executive officers that will occur after the
completion of the initial public offering.
6.Please revise the directors' compensation table to reflect the grant on February 3, 2020,
of 2,500 shares of restricted stock to each of Betsy Peck and Stuart Eisenberg.
Financial Statements, page F-1
7.We note that you previously provided financial statements for significant property
acquisitions in 2019.  In your next amendment, please include these financial statements
in accordance with Rule 8-06 of Regulation S-X.  Your amended filing should include
current consents from the independent accountants that audited those financial statements.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 May 6, 2021 Page 3
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
May 6, 2021
Page 3
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
filename1.htm

CORRESP

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA,
FL 33602-5810

 P.O. BOX 3391

 TAMPA, FL 33601-3391

813.229.2300 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE 813.225.4122

ccreely@foley.com

 April 12, 2021

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES INC.

 Amendment No. 4 to Form S-11

 Filed August 28, 2020

 File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated September 16, 2020. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Amendment No 4. on Form S-11

Our Distribution Policy, page 43

1.
 We note your response to our prior comment 1. Please revise your distribution table to ensure that all
applicable pre-acquisition results for the acquired properties are reflected in your calculation of cash available for distribution.

Response: The Company has revised the distribution table to commence with the actual net loss for the year ended December 31,
2020, which includes the results for the properties acquired in 2019.

 Pro Forma Consolidated Financial Statements, page
F-41

2.
 Please explain to us why the historical column in the Pro Forma Consolidated Statement of Operations does
not reconcile with the Consolidated Statement of Operations for Generation Income Properties, Inc. Revise your Pro Forma Consolidated Statement of Operations as necessary.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 April 12, 2021

  Page
 2

 Response: The Company has revised the distribution table to commence with the actual
net loss for the year ended December 31, 2020.

 *****

If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

CORRESP
1
filename1.htm

CORRESP

 August 28, 2020

Via EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Real Estate & Construction

 Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES INC.

 Amendment No. 3 to Form S-11

 Filed July 20, 2020

 File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated August 5, 2020. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Amendment No. 3 on Form S-11

Our Distribution Policy, page 39

1.        We have considered your responses to our prior comments 1 and 2. Please address the
following with respect to you distribution table:

•

 Please revise your table to begin with the trailing twelve month net earnings as of the date of your most
recently completed quarter. Your disclosure should include a reconciliation of the trailing twelve month amount to the quarterly and annual periods reflected in your historical or pro forma financial statements as applicable.

•

 Please explain to us the purpose for your adjustment “increase in operating loss from increase in
expenses” and explain to us how that adjustment was calculated.

 August 28, 2020

  Page
 2

•

 We note that your table currently reflects a payout ratio of 90%. Please confirm that this ratio will be
updated once you have determined your estimated annual distribution.

 Response:  The Company has
revised the distribution table to (i) begin with the net loss for the twelve months ended June 30, 2020, the date of its most recently completed quarter; (ii) include a reconciliation of the net loss for the twelve months ended
June 30, 2020 to the periods in the Company’s financial statements and (iii) eliminate the adjustment for increase in operating loss from increase in expenses. The Company also confirms that its payout ratio continues to be 90% and
will be updated once it has determined its estimated annual distribution.

 *****

If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/  Curt P. Creely

Curt P. Creely

 dpb

United States securities and exchange commission logo
August 5, 2020
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 3 to Form S-11
Filed July 20, 2020
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 10, 2020 letter.
Amendment No 3. on Form S-11
Our Distribution Policy, page 39
1.We have considered your responses to our prior comments 1 and 2.  Please address the
following with respect to you distribution table:
•Please revise your table to begin with the trailing twelve month net earnings as of the
date of your most recently completed quarter.  Your disclosure should include a
reconciliation of the trailing twelve month amount to the quarterly and annual periods
reflected in your historical or pro forma financial statements as applicable.
•Please explain to us the purpose for your adjustment "increase in operating loss from
increase in expenses" and explain to us how that adjustment was calculated.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 August 5, 2020 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
August 5, 2020
Page 2
•We note that your table currently reflects a payout ratio of 90%.  Please confirm that
this ratio will be updated once you have determined your estimated annual
distribution.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
filename1.htm

CORRESP

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

P.O. BOX 3391

 TAMPA, FL 33601-3391

813.229.2300 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE

 813.225.4122

ccreely@foley.com

 #

 July 20, 2020

Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

 Re:     GENERATION INCOME PROPERTIES INC.

           Amendment No. 2 to Form S-11

            Filed June 15, 2020

           File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated July 10, 2020. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Amendment No. 2 on Form S-11

Our Distribution Policy, page 39

1.    It appears that your distribution table is designed to calculate cash available for distribution to both
shareholders and non-controlling interest holders. As such, we are unclear why your calculation of cash available for distribution includes adjustments to eliminate amounts allocated to non-controlling interest holders ($493,521 adjustment to arrive at pro forma net loss for the twelve months ended December 31, 2020 and $122,469 adjustment to reconcile pro forma net loss to cash available to
distribution). Please explain the purpose of each of these adjustments and how they are necessary to arrive at cash available for distribution for both shareholders and non-controlling interest holders.

 Response: We modified the distribution table to start at net income (loss) $1,014,345 which includes the net income (loss)
attributable to Non-controlling interest of $493,521. We believe Net Income is the appropriate amount to start the amount distributable to both common shareholders and

 AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 July 20, 2020

  Page
 2

non-controlling interests. The Company has updated the table to include a description of the reason for the adjustment. The prior $122,469 adjustment to
reconcile pro forma net loss to 2020 cash available to distribution reflected actual cash distributions made in March 2020 and has been deleted from the table.

2.    We note that your distribution table arrives at total cash available for distribution of $1,128. Please explain
to us how you determined it would be appropriate to add cash on hand to cash available for distribution in order to determine the allocation to shareholders and non-controlling interest holders, as well as the
payout ratio. In this regard, we are unclear why the allocation of cash available for distribution and resulting payout ratio would not be based on the calculated amount of $1,128 with a footnote explaining that cash on hand may be used to fund any
distribution shortfall.

 Response: The Company has revised the distribution table to calculate the allocation of cash available
for distribution and the payout ratio to be based on the calculated amount of $1,128 with a footnote explaining that cash on hand may be used to fund any distribution shortfall.

Material Federal Income Tax Considerations, page 79

3.    We note your response to comment 2. We note that your disclosure still indicates that you may elect to become a
REIT after 2020. Please revise to clarify the factors the Board would consider in determining a later year or revise the disclosure consistent with your response.

Response. The Company has revised the disclosure previously appearing on pages 33 and 82 to clarify that the Company intends to elect
to be taxed as a REIT commencing with its taxable year ending December 31, 2020.

 4.    We note the tax
opinion filed as Exhibit 8.1. Please revise the disclosure in this section to clearly state the opinion of named counsel. See generally Section III.B.2 of Staff Legal Bulletin 19.

Response. The Company has revised the disclosure on pages 79 and 80 to state the opinion of named counsel consistent with the tax
opinion previously filed as Exhibit 8.1.

 Pro Forma Consolidated Financial Statements, page F-39

 5.    In your next amendment, please include updated pro forma financial information as of and for the
three months ended March 31, 2020 and for the year ended December 31, 2019 pursuant to Article 11 of Regulation S-X.

Response. The Company has updated its disclosure to income pro forma statement of operations for the year ended December 31, 2019.
The Company has not made any property acquisitions in 2020 and, accordingly, has not provided pro forma information as of and for the three months ended March 31, 2020.

 July 20, 2020

  Page
 3

 6.    We have considered your response to our prior comment 4 and
remain unclear why your measure of “Estimated Cash to be made available from operations” is not a non-GAAP measure. As such, please revise your disclosure to comply with the requirements under Item
10(e) of Regulation S-K.

 Response. The Company has revised the registration statement
to remove the prior disclosure on page F-45 related to estimated cash to be made available from operations because it is not required disclosure in Form S-11.

*****

 If you should have any
additional questions, please contact me at 813.225.4122.

 Best regards,

 /s/ Curt P. Creely

 Curt P. Creely

 dpb

United States securities and exchange commission logo
July 10, 2020
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 2 to Form S-11
Filed June 15, 2020
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2020, letter.
Amendment No. 2 on Form S-11
Our Distribution Policy, page 39
1.It appears that your distribution table is designed to calculate cash available for
distribution to both shareholders and non-controlling interest holders.  As such, we are
unclear why your calculation of cash available for distribution includes adjustments to
eliminate amounts allocated to non-controlling interest holders ($493,521 adjustment to
arrive at pro forma net loss for the twelve months ended December 31, 2020 and $122,469
adjustment to reconcile pro forma net loss to cash available to distribution).  Please
explain the purpose of each of these adjustments and how they are necessary to arrive at
cash available for distribution for both shareholders and non-controlling interest holders.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 July 10, 2020 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
July 10, 2020
Page 2
2.We note that your distribution table arrives at total cash available for distribution of
$1,128.  Please explain to us how you determined it would be appropriate to add cash on
hand to cash available for distribution in order to determine the allocation to shareholders
and non-controlling interest holders, as well as the payout ratio.  In this regard, we are
unclear why the allocation of cash available for distribution and resulting payout ratio
would not be based on the calculated amount of $1,128 with a footnote explaining that
cash on hand may be used to fund any distribution shortfall.
Material Federal Income Tax Considerations, page 79
3.We note your response to comment 2.  We note that your disclosure still indicates that you
may elect to become a REIT after 2020.  Please revise to clarify the factors the Board
would consider in determining a later year or revise the disclosure consistent with your
response.
4.We note the tax opinion filed as Exhibit 8.1.  Please revise the disclosure in this section to
clearly state the opinion of named counsel.  See generally Section III.B.2 of Staff Legal
Bulletin 19.
Pro Forma Consolidated Financial Statements, page F-39
5.In your next amendment, please include updated pro forma financial information as of and
for the three months ended March 31, 2020 and for the year ended December 31, 2019
pursuant to Article 11 of Regulation S-X.
6.We have considered your response to our prior comment 4 and remain unclear why your
measure of "Estimated Cash to be made available from operations" is not a non-GAAP
measure.  As such, please revise your disclosure to comply with the requirements under
Item 10(e) of Regulation S-K.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

P.O. BOX 3391

 TAMPA, FL 33601-3391

813.229.2300 TEL

 813.221.4210 FAX

 WWW.FOLEY.COM

WRITER’S DIRECT LINE

 813.225.4122

ccreely@foley.com

 #

 June 15, 2020

Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 Washington, DC 20549

Re:
 GENERATION INCOME PROPERTIES INC.

Amendment No. 1 to Form S-11

Filed February 14, 2020

File No. 333-235707

Dear Sir or Madam:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter to David Sobelman, the
Company’s President and Chairman of the Board, dated February 27, 2020. Your comments are reproduced below in bold, followed in each case by our response on behalf of the Company.

Form S-11 Amendment filed February 14, 2020

Our Distribution Policy, page 39

1.
 We have considered your response to our prior comment 4 and the related changes to your disclosure. Please
revise your presentation to include footnote disclosure explaining how your adjustment for estimated net increases in contractual rental revenue was determined. In addition, please tell us whether you expect to include adjustments for recurring
capital expenditures and recurring debt service. To the extent you do not expect to include these adjustments, explain to us how you arrived at that conclusion.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 June 15, 2020

 Page 2

 Response

The Company has revised the presentation on page 40 to include the estimated financial information as well as a line item adjustment for
recurring debt service. The Company has no scheduled contractual rental revenue increases in 2020 and has included a financial line item in the table reflecting that no such increases are included. In addition, the Company has no recurring capital
expenditures and, therefore, has not included an adjustment in the table.

 Material Federal Income Tax Considerations, page 78

2.
 We note your response to comment 8 and the revised disclosures; however, we continue to note the reference
on page 81 to “If we make our REIT election for our taxable year ending December 31, 2020 or such later year as is determined by our Board.” Please revise to clarify the factors the Board would consider in determining a later year or
revise the disclosure consistent with your response.

 Response

The Company has revised the language on page 82 to be consistent with the prior response.

Generation Income Properties, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 12 – Change of Prior Year Information, page F-12

3.
 We note your response to our prior comment 12. Please address the following with respect to your change in
prior year information:

•

 We note that your auditor’s report is dated April 30, 2019 (except for Note 8 and
Schedule III which are dated December 26, 2019), which is the same date as the auditor’s report filed with the Company’s Form 1-K on April 30, 2019. We further
note that the balance sheet as filed in your S-11 appears to reflect changes from the balance sheet that was included in your Form 1-K. As such, please tell us if your
auditor opined on the error correction as the auditor’s report in this filing is not dual-dated to reflect the error correction in the audited year-end financial statements.

Response

The Company acknowledges the Staff’s comment. The Company has updated the Form S-11 with a newly
dated audit report for the updated financial statements.

 June 15, 2020

  Page
 3

•

 Given the apparent revision to your financial statements for the period ended December 31, 2018, we
remain unclear as to why you have not included footnote disclosure similar to that included in your interim financial statements. Please further explain your rationale or revise your financial statements accordingly.

Response

The Company acknowledges the Staff’s comment. The Company has updated the Form S-11 with updated
financial statements and has included Footnote 13 that describes the adjustment in detail.

 Pro Forma Consolidated Financial Statements, page F-35

4.
 We have considered your response to our prior comment 14. We note that your measure of “revenues and
certain operating expenses” is presented outside the context of financial statements filed in accordance with Rule 8-06 of Regulation S-X. We further note that this
measure is presented on a consolidated basis, rather than for a specific property or group of related properties. As such, we remain unclear why this measure is not a non-GAAP measure in accordance with Item
10(e) of Regulation S-K. Please expand on your basis for concluding this is not a non-GAAP measure or revise your disclosure accordingly.

Response

 The Company
acknowledges the Staff’s comment. Item 3-14(a)(2) of Regulation S-X requires a table showing the “estimated taxable operating results of the registrant.”
In addition, Section 3440.1 of the Financial Reporting Manual requires statements of estimated taxable operating results and cash to be made available by operations in pro forma statements for real estate and leasing operations for the
registrant, rather than of particular properties. The Company has revised the wording of the last line item of the table to “estimated cash to be made available from operations” to be consistent with Section 3440.1.

If you should have any additional questions, please contact me at 813.225.4122.

Best regards,

/s/ Curt P. Creely

Curt P. Creely

 dpb

February 27, 2020
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Amendment No. 1 to Form S-11
Filed February 14, 2020
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 22, 2020 letter.
Form S-11 Amendment filed February 14, 2020
Our Distribution Policy, page 39
1.We have considered your response to our prior comment 4 and the related changes to your
disclosure.  Please revise your presentation to include footnote disclosure explaining how
your adjustment for estimated net increases in contractual rental revenue was determined.
In addition, please tell us whether you expect to include adjustments for recurring capital
expenditures and recurring debt service.  To the extent you do not expect to include these
adjustments, explain to us how you arrived at that conclusion.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 February 27, 2020 Page 2
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
February 27, 2020
Page 2
Material Federal Income Tax Considerations, page 78
2.We note your response to comment 8 and the revised disclosures; however, we continue to
note the reference on page 81 to "If we make our REIT election for our taxable year
ending December 31, 2020 or such later year as is determined by our Board."  Please
revise to clarify the factors the Board would consider in determining a later year or revise
the disclosure consistent with your response.
Generation Income Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Change of Prior Year Information, page F-12
3.We note your response to our prior comment 12.  Please address the following with
respect to your change in prior year information:

•We note that your auditor's report is dated April 30, 2019 (except for Note 8 and
Schedule III which are dated December 26, 2019), which is the same date as the
auditor's report filed with the Company's Form 1-K on April 30, 2019.  We further
note that the balance sheet as filed in your S-11 appears to reflect changes from the
balance sheet that was included in your Form 1-K.  As such, please tell us if your
auditor opined on the error correction as the auditor's report in this filing is not dual-
dated to reflect the error correction in the audited year-end financial statements.
•Given the apparent revision to your financial statements for the period ended
December 31, 2018, we remain unclear as to why you have not included footnote
disclosure similar to that included in your interim financial statements.  Please further
explain your rationale or revise your financial statements accordingly.
Pro Forma Consolidated Financial Statements, page F-35
4.We have considered your response to our prior comment 14.  We note that your measure
of "revenues and certain operating expenses" is presented outside the context of financial
statements filed in accordance with Rule 8-06 of Regulation S-X.  We further note that
this measure is presented on a consolidated basis, rather than for a specific property or
group of related properties.  As such, we remain unclear why this measure is not a non-
GAAP measure in accordance with Item 10(e) of Regulation S-K.  Please expand on your
basis for concluding this is not a non-GAAP measure or revise your disclosure
accordingly.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 February 27, 2020 Page 3
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
February 27, 2020
Page 3
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz  at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
filename1.htm

CORRESP

 February 14, 2020

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Stacie Gorman, Pam Howell, Jeffrey
Lewis, and Robert Telewicz

Re:
 Generation Income Properties, Inc.

 Form S-11

 Filed December 26, 2019

 File No. 333-235707

Ladies and Gentlemen:

 On behalf of Generation
Income Properties, Inc. (the “Company”), we are responding to the comments of the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) set forth in the Staff’s
letter, dated January 22, 2020, to David Sobelman, the President and Chairman of the Board of the Company, with respect to the Company’s Registration Statement on Form S-11 (File No. 333-235707) (the “Registration Statement”). The Staff’s comments are reproduced below in bold, followed in each case by our responses on behalf of the Company. In addition, in response to the
Staff’s comments, the Company has filed Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

 Form S-11 filed December 26, 2019

 We are an emerging growth company . . . ., page 15

1.
 We note that you have elected to use the extended transition period for complying with new or revised
accounting standards under Section 102(b)(2) of the Jobs Act. Please expand this risk factor to explain that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public
and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective
dates.

 Response: In response to the Staff’s comment, this risk factor, beginning on page 15, has been
expanded in Amendment No. 1.

 February 14, 2020

 Page 2

 Risks Related to Limited Management Personnel and Certain Conflicts of Interest,
page 31

2.
 We note that Mr. Sobelman currently holds over 40% of your shares. Please add risk factor disclosure
regarding his ability to exercise substantial control over decisions regarding (i) changing your targeted class of investments without shareholder notice or consent, (ii) whether to issue common stock and preferred stock, including
decisions to issue common and preferred stock to himself, (iii) employment decisions, including compensation arrangements; and (iv) whether to enter into material transactions with related parties.

Response: In response to the Staff’s comment, a new risk factor has been added on page 12 of Amendment No. 1.

Use of Proceeds, page 36

3.
 Please disclose the amount of proceeds allocated to each intended use, including any amount allocated to pay
distributions. See Item 504 of Regulation S-K.

 Response: The Company
has revised the disclosure under “USE OF PROCEEDS” to more specifically disclose the amounts expected to be used for the identified purposes and to clarify that the Company does currently expect to use the net proceeds from the offering to
pay distributions. The Company has made corresponding changes to the summary disclosure on page 8 of Amendment No. 1 under “THE OFFERING—Use of Proceeds”.

Our Distribution Policy, page 39

4.
 Please confirm that your table on page 40 will include a reconciliation between pro forma net earnings and
estimated cash available for distribution including any applicable adjustments for recurring capital expenditures and debt service.

Response: The Company has revised the table on page 40 of Amendment No. 1 to include a placeholder for the reconciliation between
pro forma net earnings the estimated cash available for distributions.

 February 14, 2020

 Page 3

 Our Business

Our Company, page 41

5.
 Please revise the disclosure on page 42 to clarify the percent ownership of outstanding common units in the
operating partner you will own after this offering.

 Response: The Company has revised the penultimate
sentence of the last paragraph under the caption “BUSINESS—Our Company” on page 42 to read as follows: “After we contribute the net proceeds of this offering to our Operating Partnership in exchange for common units of the
Operating Partnership, our percentage ownership of outstanding common units in the Operating Partnership will increase to approximately     %, assuming the sale of         shares of common
stock in this offering by us at an assumed public offering price of $                 per share.”

Description of Real Estate/Description of our Investments, page 42

6.
 Please expand the table on page 43 to provide the average effective annual rent and average effective annual
rent per square foot and clarify how your rental disclosures take into account tenant concessions and abatements.

Response: The Company has inserted language in footnote 2 of the table on page 43 of Amendment No. 1 to clarify that the
Company’s leases do not have tenant concessions or abatements at this time. Accordingly, the average annual rent equals the effective annual rent.

7.
 Please provide the table required by Item 15(f) of Form S-11.

 Response: The table on page 43 of the Form S-11 previously contained
all of the information required by Item 15(f) of Form S-11 other than the information required by Item 15(f) (iv), the percentage of gross annual rental represented by such leases, which has been added to the
table on page 43 of Amendment No. 1.

 Business Strategy and Investment Criteria, page 50

8.
 We note the statement in this section as well as elsewhere in the prospectus, such as the cover page, that
you “intend to elect and qualify to be taxed as a REIT for federal income tax purposes in the first year ending after the completion of this offering or such later date as is determined by [y]our Board.” Please revise to clearly disclose
what factors the board will consider in determining not to be taxed as a REIT until a later date and add risk factor disclosure.

Response: In response to the Staff’s comment, this statement has been revised on page 51 of Amendment No. 1 and elsewhere in
the prospectus to indicate that the Company intends to elect and qualify to be taxed as a REIT for federal income tax purpose commencing with the taxable year ending December 31, 2020.

 February 14, 2020

 Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Non-GAAP Financial Measures , page 59

9.
 We note your presentation of Adjusted Funds from Operations and Core AFFO as a non-GAAP financial measures. Please consider revising your disclosure to provide a more direct reconciliation between these measures and the most directly comparable GAAP financial measure. Reference is made to Item
10(e)(1)(i) of Regulation S-K.

 Response: The Company has revised the
reconciliation table on page 59 of Amendment No. 1 to provide a more direct reconciliation between these measures and Net Income, which is the most directly comparable GAAP financial measure.

Security Ownership of Certain Beneficial Owners and Management, page 69

10.
 Please identify the natural persons who have sole or shared voting power over the shares held by the trust
and by Kitty Talk, Inc. Please refer to Item 403 of Regulation S-K.

Response: The Company has revised the stock ownership table on page 69 of Amendment No. 1 to identify the natural persons who are
deemed to have sole and shared voting power of the shares held by Kitty Talk, Inc. and the John Robert Sierra Sr. Revocable Family Trust.

Generation Income Properties, Inc. and Subsidiaries, page F-1

11.
 Please tell us how you considered the need to provide financial statements for the property acquired on
September 11, 2019, the Starbucks property acquired on April 4, 2018, and the Pratt and Whitney property acquired on December 20, 2018. Reference is made to Rule 8-06 of Regulation S-X.

 Response: Below sets forth the Company’s analysis for each of
the above-referenced properties, which are (i) the Tampa, Florida property leased to a corporate Starbucks Coffee (the “Starbucks Property”), (ii) the Huntsville, Alabama property leased to Pratt & Whitney Automation Inc., a subsidiary
of United Technologies Company (the “Pratt & Whitney Property”), and (iii) the Cocoa, Florida property leased to Walgreen Co. (the “Walgreens Property”).

The Starbucks Property and the Pratt & Whitney Property were each acquired in 2018 from unrelated parties. Under Rule 8-06 of Regulation
S-X, significant property acquisitions from unrelated third parties require only one year of audited financial statements (2017). Given the anticipated timing of the Company’s offering in early 2020 following the filing of its annual report on
Form 10-K, the property financial statements were omitted in the Registration Statement as permitted for emerging growth companies under Section 71003 of the FAST Act for financial information that will not be required at the time of the
Company’s offering in 2020.

 With respect to the Walgreens Property, we note that the property is leased to a corporate tenant that
is subject to the periodic reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 2340 of the Division of Corporation Finance’s Financial Reporting Manual (the “Financial Reporting
Manual”) provides that companies with properties subject to a triple net lease that represent a “significant” portion of the Company’s assets may, instead of including audited financial statements of such tenants, include in the
registration statement a statement referring investors to a publicly-available website with the lessee’s SEC filed financial information. The Financial Reporting Manual provides that an asset concentration is generally considered
“significant” if it exceeds 20% of the registrant’s assets as of its most recent balance sheet. As of June 30, 2019, the Walgreens Property was considered “significant,” representing approximately 31.2% of the Company’s
total assets. Since the Walgreens Property exceeds the 20% significant concentration level described in Financial Reporting Manual Section 2340, the Company believes that referring investors to a publicly-available website with the lessee’s SEC
filed financial information is sufficient under Financial Reporting Manual Section 2340 and that property-level financials are not required in such instance because the Financial Reporting Manual Section 2340 provides that “[i]f a registrant
acquires a property subject to a triple net lease and there is a rental history, the registrant should apply S-X 3-14 in situations where there is not a significant asset concentration.” S-X 8-06 is the smaller reporting company equivalent of
S-X 3-14. On page 43 of Amendment No. 1, the Company references that Walgreens Boots Alliance, Inc. is subject to the Exchange Act and files annual and quarterly reports with the Securities and Exchange Commission.

 February 14, 2020

 Page 5

 Notes to Consolidated Financial Statements

Note 12—Change of Prior Year Information, page F-12

12.
 Please address the following with respect to your change in prior year information:

•

 Explain to us in greater detail how you arrived at the conclusion that the error was not material to
previously issued financial statements. In this regard, we note that the revision was approximately 14% of total liabilities and stockholders’ equity.

•

 Based on comparison of the “as adjusted column” to your audited December 31, 2018 financial
statements, it appears that the error was corrected in your audited year-end financial statements. Please confirm that our understanding is correct, and if so, explain to us why your year-end financial statements do not include footnote disclosure related to the error correction.

•

 Tell us whether the error in your previously issued financial statements is indicative of an additional
material weakness in your internal control over financial reporting. If so, explain to us how you considered the need to expand your disclosure of material weaknesses throughout your filing to include the implications of this error.

 February 14, 2020

 Page 6

 Response to First Bullet Point Above: In evaluating the
qualitative and quantitative aspects of the error referenced in the Staff’s comment, the Company reviewed the impact of reclassifying the $2,165,634 to Redeemable Non-Controlling Interest from the
classification of Non-Controlling Interest that had previously been categorized in total stockholders’ equity but separate from Total Generation Income Properties, Inc. stockholders’ equity.

Under the governing principles, an assessment of materiality requires that one views the facts in the context of the “surrounding
circumstances,” as the accounting literature puts it, or the “total mix” of information, in the words of the Supreme Court. In the context of a misstatement of a financial statement item, while the “total mix” includes the
size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in the accounting and auditing literature for this
analysis is that financial management and the auditor must consider both “quantitative” and “qualitative” factors in assessing an item’s materiality. Court decisions, Commission rules and enforcement actions, and accounting
and auditing literature have all considered “qualitative” factors in various contexts.

 The misstatement did not mask a change in earnings or
other trends, including:

•

 Change in stock price.

•

 A failure to meet analysts’ consensus expectations for the Company.

•

 Did not change a loss into income or vice versa.

•

 Did not affect the Company’s compliance with regulatory requirements.

•

 Did not affect the Company’s compliance with loan covenants or other contractual requirements.

•

 Did not affect management’s compensation.

•

 Did not conceal an unlawful transaction.

The Company does not believe, in the light of surrounding circumstances, that the magnitude of reclassifying $2,165,634 from Non-Controlling Interest to Redeemable Non-Controlling Interest (even though it represents 14% of total liabilities and stockholders’ equity) is such that it is probable
that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item given the category was clearly described in Note 1 – Organization.

Response to Second Bullet Point Above: For the reasons set forth above, the Company does not believe that the error is material.

Response to Third Bullet Point Above: The Company’s limited number of financial staff led to the error and reclassification
discussed in the Staff’s comment. As a result of/in connection with this error and reclassification and the Staff’s comment, the Company has revised its original statement

 February 14, 2020

 Page 7

 included the original Registration Statement on the cover page and page 7 of Amendment
No. 1 as follows: “In the course of preparing our consolidated financial statements, we identified an error on our balance sheet resulting in $2.2 million of minority interest that should have been classified as redeemable minority
interest. This error was the result of having a limited number of financial staff and resulted in a material weakness in our internal control over financial reporting. There can be no guarantee that additional material weaknesses do not exist.”

 Pro Forma Consolidated Financial Statements, page F-35

13.
 Please revise your filing to include updated pro forma financial information pursuant to Article 11 of
Regulation S-X. In your updated pro forma financial statements, please consider including adjustments for the property acquired on September 11, 2019

January 22, 2020
David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Re:GENERATION INCOME PROPERTIES, INC.
Form S-11
Filed December 26, 2019
File No. 333-235707
Dear Mr. Sobelman:
            We have reviewed your registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-11 filed December 26, 2019
We are an emerging growth company..., page 15
1.We note that you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(2) of the Jobs Act.  Please
expand this risk factor to explain that this election allows you to delay the adoption of new
or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your risk
factor that, as a result of this election, your financial statements may not be comparable to
companies that comply with public company effective dates.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 January 22, 2020 Page 2
 FirstName LastNameDavid  Sobelman
GENERATION INCOME PROPERTIES, INC.
January 22, 2020
Page 2
Risks Related to Limited Management Personnel and Certain Conflicts of Interest, page 31
2.We note that Mr. Sobelman currently holds over 40% of your shares.  Please add risk
factor disclosure regarding his ability to exercise substantial control over decisions
regarding (i) changing your targeted class of investments without shareholder notice or
consent, (ii) whether to issue common stock and preferred stock, including decisions to
issue common and preferred stock to himself, (iii) employment decisions, including
compensation arrangements; and (iv) whether to enter into material transactions with
related parties.
Use of Proceeds, page 36
3.Please disclose the amount of proceeds allocated to each intended use, including any
amount allocated to pay distributions.  See Item 504 of Regulation S-K.
Our Distribution Policy, page 39
4.Please confirm that your table on page 40 will include a reconciliation between pro forma
net earnings and estimated cash available for distribution including any applicable
adjustments for recurring capital expenditures and debt service.
Our Business
Our Company, page 41
5.Please revise the disclosure on page 42 to clarify the percent ownership of outstanding
common units in the operating partner you will own after this offering.
Description of Real Estate/Description of our Investments, page 42
6.Please expand the table on page 43 to provide the average effective annual rent and
average effective annual rent per square foot and clarify how your rental disclosures take
into account tenant concessions and abatements.
7.Please provide the table required by Item 15(f) of Form S-11.
Business Strategy and Investment Criteria, page 50
8.We note the statement in this section as well as elsewhere in the prospectus, such as the
cover page, that you "intend to elect and qualify to be taxed as a REIT for federal income
tax purposes in the first year ending after the completion of this offering or such later date
as is determined by [y]our Board."  Please revise to clearly disclose what factors the board
will consider in determining not to be taxed as a REIT until a later date and add risk factor
disclosure.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 January 22, 2020 Page 3
 FirstName LastNameDavid  Sobelman
GENERATION INCOME PROPERTIES, INC.
January 22, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures , page 59
9.We note your presentation of Adjusted Funds from Operations and Core AFFO as a non-
GAAP financial measures.  Please consider revising your disclosure to provide a more
direct reconciliation between these measures and the most directly comparable GAAP
financial measure.  Reference is made to Item 10(e)(1)(i) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 69
10.Please identify the natural persons who have sole or shared voting power over the shares
held by the trust and by Kitty Talk, Inc.  Please refer to Item 403 of Regulation S-K.
Generation Income Properties, Inc. and Subsidiaries , page F-1
11.Please tell us how you considered the need to provide financial statements for the property
acquired on September 11, 2019, the Starbucks property acquired on April 4, 2018, and
the Pratt and Whitney property acquired on December 20, 2018.  Reference is made to
Rule 8-06 of Regulation S-X.
Notes to Consolidated Financial Statements
Note 12 - Change of Prior Year Information, page F-12
12.Please address the following with respect to your change in prior year information:
•Explain to us in greater detail how you arrived at the conclusion that the error was not
material to previously issued financial statements.  In this regard, we note that the
revision was approximately 14% of total liabilities and stockholders' equity.
•Based on comparison of the "as adjusted column" to your audited December 31, 2018
financial statements, it appears that the error was corrected in your audited year end
financial statements.  Please confirm that our understanding is correct, and if so,
explain to us why your year end financial statements do not include footnote
disclosure related to the error correction.
•Tell us whether the error in your previously issued financial statements is indicative
of an additional material weakness in your internal control over financial reporting.
If so, explain to us how you considered the need to expand your disclosure of
material weaknesses throughout your filing to include the implications of this error.
Pro Forma Consolidated Financial Statements, page F-35
13.Please revise your filing to include updated pro forma financial information pursuant to to
Article 11 of Regulation S-X.   In your updated pro forma financial statements, please
consider including adjustments for the property acquired on September 11, 2019, and the
North Carolina property currently under contract, or explain to us why these adjustments
are not necessary.

 FirstName LastNameDavid  Sobelman
 Comapany NameGENERATION INCOME PROPERTIES, INC.
 January 22, 2020 Page 4
 FirstName LastName
David  Sobelman
GENERATION INCOME PROPERTIES, INC.
January 22, 2020
Page 4
14.We note your disclosure of revenues in excess of certain operating expenses.  Please tell
us whether this amount represents a non-GAAP measure and the basis for your
conclusion.  To the extent this is a non-GAAP measure, please tell us how you have met
all the disclosure requirements of Item 10(e) of Regulation S-K.
Part II. Information not Required in Prospectus
Item 37. Undertakings, page II-3
15.Please provide the undertakings required by Item 512(i) of Regulation S-K.
Exhibits
16.Please file as exhibits the Property Management Agreements with 3 Properties referenced
on page 46.  See Item 601(b)(10)(ii)(A) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Curt Creely, Esq.

CORRESP
1
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May 4, 2018

Via Edgar

Sonia Barros

Assistant Director

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

Mail Stop 3233

100 F Street, NE

Washington, D.C. 20549

Re:

 Generation Income Properties, Inc.

Post-qualified Amendment to Offering Statement on Form 1-A POS

File No. 024-10481

Dear Ms. Barros:

Generation Income Properties, Inc. (the “Company”), hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the qualification date of the above-referenced post-effective amendment to the Company’s offering statement on Form 1-A POS to May 8, 2018 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

•

 Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

•

 The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Dan Mirman of Everett & Everett PLLC, counsel to the Company, at (212) 300-6104 with any questions about this acceleration request.

Very truly yours,

/s/ David Sobelman

David Sobelman

Chief Executive Officer

cc:  Dan Mirman

       Everett & Everett, PLLC

CORRESP
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February 29, 2016

Tom Kluck

Legal Branch Chief

Office of Real Estate and Commodities

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3233

100 F Street, NE

Washington, D.C. 20549

Re:

 Generation Income Properties, Inc.

Offering Statement on Form 1-A

File No. 024-10481

Dear Mr. Kluck:

Generation Income Properties, Inc. (the “Company”), hereby requests acceleration of the qualification date and time of the above-referenced offering statement to Monday, February 29, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

·

 Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

·

 The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

·

 The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ David Sobelman

David Sobelman

Chief Executive Officer

CORRESP
1
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3 COLUMBUS CIRCLE, 15TH FLOOR

NEW YORK, NY 10019

212-300-6104

January 27, 2016

Via Edgar and E-mail

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549-7410

Attn: Tom Kluck

Re:

 Generation Income Properties, Inc.

Amendment No. 1 to Offering Statement on Form 1-A

Filed November 17, 2015

File No. 024-10481

Dear Mr. Kluck:

This letter is submitted on behalf of our client Generation Income Properties, Inc. (the “Company”),
regarding the Company’s offering
statement Amendment No. 1 on Form 1-A, filed November 17, 2015.  The following are the Company’s
responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), specified in the Commission’s letter dated December 14, 2015; referencing
where appropriate the revisions made in Amendment No. 2 to the Form 1-A which was filed on or about the date of this letter.
For your convenience, we have included each of your comments before each of the Company’s responses, and they correspond
to the headings and order of the paragraphs in your letter.  References in this letter to “we,” “our”
or “us” mean the Company as the context may require.

General

1.

 Comment: We note your response to comment 1 of our letter. We note that you intend to utilize Calkain Companies and its subsidiaries to provide you services. Please provide a compensation table relating to these entities in accordance with Item 4 of Industry Guide 5. Additionally, please advise whether Calkain Companies or its affiliates have sponsored programs within the meaning of Guide 5, and, if so, please provide the prior performance disclosure required by Item 8 and Appendix II. Please refer to Release No. 33-6900 (June 17, 1991), Securities Act Forms Compliance and Disclosure Interpretation 128.06 and Item 7(c) of Part II of Form 1-A.

 Response: As described in the Offering Statement, the Company is “internally managed” and the Company’s sole officer and director will manage the business and affairs of the Company without the involvement of a third-party advisor or manager. Our sole officer and director will be compensated through salary, bonuses, and equity awards, rather than through management fees, commissions or other arrangements common to syndicated real estate limited partnerships. The Company intends to use outside consultants, as necessary, to execute its business; initially intends to engage Calkain Asset Management, a subsidiary of Calkain Companies, to assist with property management. There is no written agreement between the Company and Calkain Asset Management at this time.  The disclosure has been updated, to provide further clarity to this topic and the Company has endeavored to provide the disclosure with regard to Item 4 of Guide 5 to the extent that the Company believes that such disclosure is applicable and appropriate and would be helpful to potential investors. Pursuant to further discussion with the Staff, the Company has provided information of prior performance of the real estate programs sponsored by our sole officer and director.

Page 1 of 2

Market Data, page 4

2.

 Comment: We note the statement that you cannot assure the accuracy or completeness of the data prepared by other sources. This statement appears to disclaim the issuer’s responsibility for information in the offering circular. As this is not consistent with the liability provisions of the Securities Act, please revise the disclosure to remove this disclaimer. Additionally, we note that certain disclosures are attributed to third-party sources, such as Real Capital Analytics. Please provide an analysis as to why third-party attributed disclosure is not expertized disclosure requiring a consent as per Item 17(11) of Part II of Form 1-A.

 Response: Pursuant to discussion with the Staff, the Company has revised the disclosure in the “Market Data” section.  In connection to part two of your comment, the Company respectfully submits that the third party attributed disclosure in the Offering Statement is not expertized disclosure requiring a consent pursuant to Item 17(11) of Part II of Form 1-A. The consent requirements of Item 17(11) of Par II of Form 1-A are directed at circumstances in which an issuer has engaged a third party expert or counsel to prepare or certify a valuation, opinion or other report specifically for use in connection with the Offering Statement. By contrast, the information, reports and publications referenced by the Company in the Offering Statement were not prepared specifically for the Company and that the information in the reports is generally available to the public; they are regularly prepared and widely available industry reports and information which were not prepared at the request of the Company or in connection with the Company’s offering and are not in any manner specific to the Company or the offering.

Risk Factors, page 12

3.

 Comment: We note your response to comment 6 and your revised disclosure on page 13. We reissue our comment in part. Please expand your risk factor to disclose that if you pay distributions in excess of earnings, this could result in further dilution to shareholders.

 Response. The Company has revised the disclosure.

We may incur mortgage indebtedness and other borrowings..page 26

4.

 Comment: We note your response to comment 8. We were not able to locate your revisions in response to this comment and therefore reissue our comment. We note your reference to independent directors. It does not appear that you have any independent directors. Please advise or revise your disclosure as appropriate.

 Response: The Company has revised the disclosure and confirmed such references are deleted where applicable.

The changes reflected in Amendment No. 2 have been made in response to the Staff’s comments and for the purpose of updating and revising certain other information. I hope this response letter and the amendments to the above referenced filing adequately address the issues raised in your comment letter dated December 14, 2015.

We have provided a courtesy copy of this letter and two courtesy copies of Amendment No. 2 submitted by the Company on the date hereof, one copy of which has been marked to reflect changes made to the Offering Statement submitted to the Commission on November 17, 2015.

If you should require any additional information or clarification, please do not hesitate to contact me at 212-300-6104.

Sincerely,

/s/ Daniel Mirman

Daniel Mirman

cc.

 Mr. David Sobelman, Generation Income Properties, Inc.

Ms. Stacie Gorman, Securities and Exchange Commission

Page 2 of 2

Mail Stop 3233
December 14, 2015

Via E -mail
David Sobelman
Chairman of the Board, President, Secretary, Treasurer
Generation Income Properties, Inc.
1000 North Ashley Drive
Suite 610
Tampa, FL 33602

Re: Generation Income Properties, Inc.
Amendment No. 1 to Offering Statement  on Form 1-A
Filed November 17, 2015
  File No. 024 -10481

Dear Mr. Sobelman :

We have reviewed your amended offering statement  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 comme nts 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.   Unless we note
otherwise, our references to prior comments are to comments in our October 16, 2015 letter .

General

1. We note your response to comment 1 of our letter.  We note that you intend to utilize
Calkaine  Companies and its subsidiaries to provide you services.  Please provide a
compensation table relating to these entities in accordance with Item 4 of Industry Guide
5.  Additionally, please advise whether Calkaine Companies or its affiliates have
sponsored  programs within the meaning of Guide 5, and, if so, please provide the prior
performance disclosure required by Item 8 and Appendix II.  Please refer to Release No.
33-6900  (June 17, 1991), Securities Act Forms Compliance and Disclosure Interpretation
128.06 and Item 7(c) of Part II of Form 1 -A.

David Sobelman
Generation Income Properties, Inc.
December 14, 2015
Page 2
June  2015
Market Data, page 4

2. We note the statement that you cannot assure the accuracy or completeness of the data
prepared by other sources.  This statement appears to disclaim the issuer’s responsibility
for informati on in the offering circular .  As this is not consistent with the liability
provisions of the Securities Act, p lease revise the disclosure to remove this disclaimer.
Additionally, we note that certain disclosures are attributed to third -party sources, such  as
Real Capital Analytics.  Please provide an analysis as to why third -party attributed
disclosure is not expertized disclosure requiring a consent as per Item 17(11) of Part II of
Form 1 -A.

Risk Factors, page 12

3. We note your response to comment 6 and your revised disclosure on page 13.  We reissue
our comment in part.   Please expand your risk factor to disclose that if you pay
distributions in excess of earnings, this could result in further dilution to shareholders.

We may incur mortgage indebtedness and other borrowings …, page 26

4. We note your response to comment 8.  We were not able to locate your revisions in
response to this comment and therefore reissue our comment.  We note your reference to
independent directors.  It does not appear  that you have any independent directors.
Please advise or revise your disclosure as appropriate.

You may contact Shannon Sobotka at (202)551 -3856, or Robert Telewicz, Accounting
Branch Chief, at (202)551 -3438 if you have questions regarding comments on the financial
statements and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at
(202)551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Dan Mirman, Esq. ( via e -mail)

CORRESP
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3 COLUMBUS CIRCLE, 15TH FLOOR

NEW YORK, NY 10019

212-300-6104

November 16, 2015

Via Edgar and E-mail

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549-7410

Attn: Tom Kluck

Re:

 Generation Income Properties, Inc.

Offering Statement on Form 1-A

Filed September 16, 2015

File No. 024-10481

Dear Mr. Kluck:

This letter is submitted on behalf of our client Generation Income Properties, Inc. (the “Company”), regarding the Company’s offering statement on Form 1-A, filed September 16, 2015.  The following are the Company’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), specified in the Commission’s letter dated October 16, 2015; referencing where appropriate the revisions and made in Amendment No. 1 to the Form 1-A which was filed on or about the date of this letter. For your convenience, we have included each of your comments before each of the Company’s responses, and they correspond to the headings and order of the paragraphs in your letter.  References in this letter to “we,” “our” or “us” mean the Company as the context may require.

General

1.

 Comment: We note that you intend to elect to be taxed as a REIT and that you have not yet identified any properties to acquire with the net proceeds of this offering. As a result, your offering appears to constitute a “blind-pool” offering. Accordingly, as applicable, please provide the disclosure required by Industry Guide 5 or tell us why such disclosure should not be provided in this document. Please refer to Release No. 33-6900 (June 17, 1991), Securities Act Forms Compliance and Disclosure Interpretation 128.06 and Item 7(c) of Part II of Form 1-A. For example only, please provide cover page summary risk factors, a summary tabular compensation table, and prior performance disclosure.

 Response: A substantial amount of the disclosure required by Guide 5 is already set forth in the Offering Statement, as further described below. The Company believes that the other provisions of Guide 5 disclosure are not applicable to offerings by REITs such as the Company and may tend to confuse potential investors.

Page 1 of 6

 Nevertheless, the Company has endeavored to provide the disclosure prescribed by Guide 5 to the extent that the Company believes that such disclosure is applicable and appropriate and would be helpful to potential investors. In particular, the Company notes the following with respect to items of Guide 5 that the Company believes are addressed or are not applicable to the Company or the offering:

 ·

 Item 1. The Company has revised the cover page of the Offering Statement in response to the Staff’s comment and in accordance to with the relevant information called for by Item 1 of Guide 5.

 ·

 Item 2. The Company believes that its disclosure as to the risks and uncertainties associated with an investment in the offering fully comply with federal securities laws, and, therefore, that the Offering Statement should not also include statements related to suitability standards.

 ·

 Item 3. The Company believes that it has fully described its structure and how it intends to use the proceeds of the offering in the Prospectus Summary of the Offering Statement.

 ·

 Item 4. This item contemplates payments that the General Partner and its affiliates may earn or receive in connection with the offering or operation of the partnership. Even though there is no compensation to a third-party general partner as contemplated by Guide 5, the Company’s compensation of its sole officer and director is fully disclosed and the Company has otherwise disclosed the relevant information called for by Item 4 that is applicable to the Company.

 ·

 Item 5. The Company believes that its disclosure, as amended, regarding “conflicts of interest” provides the relevant information required under Item 5.

 ·

 Item 6. The Company believes that this item, discussing fiduciary obligations of the General Partner is inapplicable.

 ·

 Item 7. The Company believes that its disclosure in the section of the Offering Statement entitled “Risk Factors” provides the relevant information called for by Item 7.

 ·

 Item 8 of Guide 5 calls for “a narrative summary of the ‘track record’ or prior performance of programs (emphasis added) sponsored by the General Partner and its affiliates (’sponsors’). Even though this offering is considered a blind pool offering, the Company believes that it does not have any prior performance to disclose.  In addition, the instructions to Item 8 state that “Sponsors are urged not to include in the prospectus information about prior performance beyond that required by this Guide.” Although not defined in Guide 5, in the Releases that accompany the adoption of, and revisions to, Guide 5 (which was originally adopted as Guide 60), the Commission has discussed what it meant by the term “program” as used in Guide 5. In Release No. 34-18161 (October 7, 1981), for example, the Commission makes clear that a “program” is a three phase investment fund or a syndication involving (i) an offering or organization phase in which “the sponsor (who also serves as promoter and, later, general partner) organizes and registers the offering;” (ii) a second “operational phase of the program [which] commences with the acquisition of properties;” and (iii) a third phase in which “depending on the investment objectives of the program, the program is ‘completed’ as the partnerships are liquidated and wound down.” In addition, the “track record” information called for by Item 8 of Guide 5 and the accompanying Appendices reinforces this view of the Commission relating to what Guide 5 means when it calls for “track record information of programs sponsored by the General Partner and its affiliates” and Release No. 33-6900 (June 17, 1991) reinforces the view that a program involves an “offering” of partnership interests.

Page 2 of 6

 The Company does not believe that our sole officer and director has sponsored a “program.” As indicated in the Offering Statement, our sole officer and director has experience managing a real estate fund and a commercial real estate brokerage firm. The Company believes that neither of these amounts to a “program” within the meaning of Guide 5.

 ·

 Item 9. The Company believes that its disclosure in the section of the Offering Statement entitled “Management” provides the relevant information called for by Item 9.

 ·

 Item 10. The Company believes that its disclosure in the section of the Offering Statement entitled “Investment Policies and Policies with Respect to Certain Activities” provides the relevant information called for by Item 10.

 ·

 Item 11. The Company believes that its disclosure in the section of the Offering Statement entitled “Investment Policies and Policies with Respect to Certain Activities—Investments in Real Estate or Interests in Real Estate” provides the relevant information called for by Item 11.

 ·

 Item 12. The Company believes that its disclosure in the section of the Offering Statement entitled “Material Federal Income Tax Considerations” provides the relevant information called for by Item 12.

 ·

 Item 13. The Company believes that its disclosure throughout the Offering Statement is either non-technical in nature or is not susceptible to varying methods of computation and, therefore, that the requirement of Item 13 is not applicable.

 ·

 Item 14. The Company believes the descriptions of the material provisions of the limited partnership agreement of the Company’s operating partnership in the section of the Offering Statement entitled “Our Operating Partnership and the Partnership Agreement” provide the relevant information called for by Item 14.

 ·

 Item 15. The Company believes that its disclosure in the Offering Statement provides the relevant information called for by Item 15.

 ·

 Item 16. The Company believes that its disclosure in the Offering Statement provides the relevant information called for by Item 16.

 ·

 Item 17. The Company is the General Partner of its operating partnership. There are no provisions in the partnership agreement of the operating partnership that allow the Company or its affiliates to redeem or repurchase the common shares of the Company. To the extent that Item 17 can be interpreted to relate to the provisions in the limited partnership agreement that allow the Company or its affiliates to redeem or repurchase the limited partnership interests in the operating partnership, the Company believes that the disclosure in the section of the Offering Statement entitled “Our Operating Partnership and the Partnership Agreement—Redemption Rights” provides the relevant information called for by Item 17.

 ·

 Item 18. The Company believes that a disclosure under Item 18 is inapplicable. The Company currently has no intention to engage in any of the activities proscribed under Item 18.

 ·

 Item 19. The Company does not intend to use any “sales material” within the meaning of Item 19.

 ·

 Item 20. The Company believes that the Offering Statement provides the relevant information required.

Page 3 of 6

Cover page

2.

 Comment: We note your disclosure that you are “an internally managed net lease investment company.” Please remove the reference to you being an “investment company.”

 Response: The Company has revised the cover page of the prospectus in response to the Staff’s comment.  The Company has removed the reference to “investment company” on the cover page.

Summary Risk Factors, page 7

3.

 Comment: We note that you intend to hire Calkain to serve as your property manager. Please add risk factor disclosure regarding conflicts associated with hiring an affiliated party. Additionally, please add summary risk factor disclosure and risk factor disclosure, if true, that you are not ever required to provide a liquidity event , that you may change investment objectives without shareholder notice or consent, and that you may pay distributions from any source, including use of proceeds and borrowings.

 Response. The Company has revised the Offering Statement to include disclosures associated with hiring an affiliated party.  Additionally, the Company has added summary risk factor disclosure and risk factor disclosure stating that the Company is (i) not required to provide a liquidity event, (ii) it can change investment objectives without shareholder notice or consent (iii) may pay distributions from any source, including use of proceeds and borrowings.

Our Organizational Structure, page 8

4.

 Comment: We note the reference in your organizational structure to “property owning entities.” Please clarify in greater detail the ownership of the operating partnership in these entities, including the expected percentage of the OP’s ownership in such entities.

 Response: The Company has revised the disclosure in the Offering Statement, including updating the table, to provide greater clarity with regard to this matter.  “Property owning entities” refers to separate LLCs formed to hold each net-lease property purchased; each of these will controlled and 100% owned by the Company’s Operating Partnership.

Risk Factors, page 12

5.

 Comment: Please add a risk factor to disclose your net losses to date.

 Response: The Company has added a risk factor disclosing our net losses as of the date of the prospectus in response to the Staff’s comment.

6.

 Comment: Please add a risk factor to disclose that if you pay distributions in excess of earnings, this could result in further dilution to shareholders.

 Response: The Company has added a risk factor disclosure in response to the Staff’s comment.

Page 4 of 6

We have no operating history ..page 16

7.

 Comment: We note your disclosure that you will “only commence operations upon completion of the offering and if we are able to raise sufficient funds to acquire suitable properties.” Please clarify whether you will return any funds received if you are not able to raise sufficient funds.

 Response:  The Company has revised the disclosure to clarify this matter. The Company intends to commence operations upon completion of this offering, however, the Company may begin operations as soon as the Company is able to raise sufficient funds to acquire suitable properties and there is no minimum amount the Company must raise.

We may incur mortgage indebtedness and other borrowings, page 25

8.

 Comment: We note your reference to independent directors. It does not appear that you have any independent directors. Please advise or revise your disclosure as appropriate.

 Response: The Company has revised the disclosure in the Offering Statement; references to independent directors have been deleted.

Use of Proceeds, page 27

9.

 Comment: We note that you may reimburse Mr. Sobelman up to $100,000 for costs associated with the offering. In this section, please describe the costs that you are reimbursing.

 Response: The Company has revised the disclosure on the cover page and on subsequent pages stating that the Company will use approximately $100,000 of the net proceeds of this offering to reimburse Mr. Sobelman for the legal, accounting, and sales and marketing expenses he incurred in connection with the Company’s formation and this offering.

Market Opportunity, page 34

10.

 Comment: We note that you refer to yourself as being “well-capitalized.” We also note that you currently have nominal assets and a net loss. Please revise accordingly.

 Response: The Company has removed the “well-capitalized” reference and revised this disclosure.

Management’s Discussion and Analysis ..page 39

Off-Balance Sheet Arrangements, page 42

11.

 Comment: We note you refer to an “above described situation.” Please revise to clarify what you mean by this reference.

 Response: The Company has revised the disclosure as per the Staff’s comments and removed the reference to “above described situation”.

Page 5 of 6

Conflicts of Interest, page 46

12.

 Comment: Please disclose any potential conflicts associated with hiring Calkain as your property manager.

 Response: The Company has included disclosure in connection with potential conflicts associated with hiring Calkain as its property manager. The Company has also added disclosure in connection to the Company using Calkain Brokerage, also an affiliate of Calkain Companies.

Signatures

13.

 Comment: Please include the signature of your chief financial officer and principal accounting officer. See the Instructions to the Signatures on Form 1-A.

 Response. The Company has added David Sobelman as the chief financial officer and principal accounting officer to the signature page of the offering statement.

The changes reflected in Amendment No. 1 have been made in response to the Staff’s comments and for the purpose of updating and revising certain other information. I hope this response letter and the amendments to the above referenced filing adequately address the issues raised in your comment letter dated October 16, 2015.

We have provided a courtesy copy of this letter and two courtesy copies of Amendment No. 1 submitted by the Company on the date hereof, one copy of which has been marked to reflect changes made to the Offering Statement submitted to the Commission on September 16, 2015.

If you should require any additional information or clarification, please do not hesitate to contact me at 212-300-6104.

Sincerely,

/s/ Daniel Mirman

Daniel Mirman

cc.

 Mr. David Sobelman, Generation Income Properties, Inc.

Ms. Stacie Gorman, Securities and Exchange Commission

Page 6 of 6

Mail Stop 3233

October 16, 2015

Via E -mail
David Sobelman
Chairman of the Board, President, Secretary, Treasurer
Generation Income Properties, Inc.
1000 North Ashley Drive
Suite 610
Tampa, FL 33602

Re: Generation Income Properties, Inc.
Offering Statement  on Form 1-A
Filed September 16, 2015
  File No. 024 -10481

Dear Mr. Sobelman :

We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better unde rstand 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, ple ase 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 .

We urge all persons who are responsible for the accuracy and adequa cy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act  require s.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made .

General

1. We note that you intend to elect to be taxed as a REIT and that you have not yet
identified any properties to acquire with the net proceeds of this offering. As a result,
your offering appears to constitute a “blind -pool” offering.  Accordingly, as applica ble,

David Sobelman
Generation Income Properties, Inc.
October 16, 2015
Page 2

 please provide the disclosure required by Industry Guide 5 or tell us why such disclosure
should not be provided in this document.  Please refer to Release No. 33 -6900  (June 17,
1991), Securities Act Forms Compliance and Disclosure Interpretation 128.06 and Item
7(c) of Part II of Form 1 -A. For example only, please provide cover page summary risk
factors , a summary tabular compensation table,  and prior performance disclosure.

Cover page

2. We note your disclosure that you are “ an internally managed net lease investment
company .”  Please remove the reference to you being an “investment company.”

Summary Risk Factors, page 7

3. We note that you intend to hire Calkain to serve as your property manager.  Please add
risk factor disclosure regarding conflicts associated with hiring an affiliated party.
Additionally, please add summary risk factor disclosure  and risk factor disclosur e, if true,
that you are not ever required to provide a liquidity event  , that you may change
investment objectives without shareholder notice or consent , and that you may pay
distributions from any source, including use of proceeds and borrowings .

Our Organizational Structure, page 8

4. We note th e reference in y our organizational structure to “property owning entities.”
Please clarify in greater detail the ownership of the operating partnership in these entities,
including the expected percentage o f the OP’s ownership in such entities.

Risk Factors, page 12

5. Please add a risk factor to disclose your net losses to date .

6. Please add a  risk factor to disclose that if you pay distributions in excess of earnings, this
could  result in further dilution to shareholders.

We have no operating history …, page 16

7. We note your disclosure that you will “only commence operations upon completion of
the offering and if we are able to raise sufficient funds to acquire suitable properties.”
Please clarify  whether you will return any funds received if you are not able to raise
sufficient funds.

We may incur mortgage indebtedness and other borrowings , page 25

8. We note your reference to independent directors. It does not appear that you have any
independent directors.  Please advise or revise your disclosure as appropriate.

David Sobelman
Generation Income Properties, Inc.
October 16, 2015
Page 3

Use of Proceeds, page 27

9. We note that you may reimburse Mr. Sobelman up to $100,000 for costs associated with
the offering.  In this section, p lease  describe  the costs that you are reimbur sing.

Market Opportunity, page 34

10. We note that you refer to your self as being “well -capitalized. ” We also note that you
currently have nominal assets and  a net loss.  Please revise accordingly .

Management’s Discussion and Analysis …, page 39

Off-Balance Sheet Arrangements, page 42

11. We note you refer to an “above described situation.”  Please revise to clarify what you
mean by this reference.

Conflicts of Interest, page 46

12. Please disclose any potential conflicts associated with hiring Calkain as your property
manager.

Signatures

13. Please include the signature of your chief financi al officer and principal accounting
officer.   See the Instructions to the Signatures on Form 1 -A.

  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.

In the event you ask us to qualify your offering statement, please provide  a written
statement from the company acknowledging that:

 should t he Commission or the staff, acting pursuant to delegated authority, qualify the
filing, it does not foreclose the Commission from taking any action with respect to the
filing;

 the action of the Commission or the staff, acting pursuant to delegated author ity, in
qualifying the  filing, does not relieve the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

David Sobelman
Generation Income Properties, Inc.
October 16, 2015
Page 4

  the company ma y not assert staff comments and/or qualification as a defense in any
proceeding init iated by the Commission or any person under the federal securities laws of
the United States.

You may contact Shannon Sobotka at (202)551 -3856, or Robert Telewicz, Accounting
Branch Chief, at (202)551 -3438 if you have questions regarding comments on the f inancial
statements and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at
(202)551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Dan Mirman, Esq. ( via e-mail)