Iroquois Valley Farmland REIT, PBC

Filed: 11 May 21, 8:00pm




U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, DC 20549

Attention: Jonathan Burr


 Re:Iroquois Valley Farmland REIT, PBC
  Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A POS
  File No. 024-10919


Ladies and Gentlemen:


Pursuant to Rule 252(e) of Regulation A promulgated under the Securities Act of 1933, as amended, Iroquois Valley Farmland REIT, PBC (the “Company”) hereby respectfully requests that the above-referenced post-qualification amendment to the Company’s offering statement on Form 1-A POS (the “Offering Statement”) be qualified at 4:00 p.m. Eastern Daylight Time on May 12, 2021, or as soon thereafter as practicable, or at such later time as the Company may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission.


The Company hereby authorizes Brett Heeger of Gundzik Gundzik Heeger LLP, counsel to the Company, to make such request on its behalf.


We request that we be notified of the qualification of the Offering Statement by telephone call to Brett Heeger of Gundzik Gundzik Heeger LLP, at (213) 552-2122.


If you have any questions or comments regarding this acceleration request, please direct them to Mr. Heeger.


Very truly yours,


/s/ David E. Miller                            

David E. Miller

Chief Executive Officer



cc:Brett Heeger
 Gundzik Gundzik Heeger LLP