United States securities and exchange commission logo





                              January 11, 2021

       Yuliya Tarasava
       Co-Founder & COO
       CNote Group, Inc.
       2323 Broadway
       Oakland, CA 94612

                                                        Re: CNote Group, Inc.
                                                            Amendment No. 1 to
                                                            Offering Statement
on Form 1-A
                                                            Filed December 18,
2020
                                                            File No. 024-11301

       Dear Ms. Tarasava:

             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 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 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
September 22, 2020 letter.

       Amendment No. 1 to Offering Circular Dated December 18, 2020

       General

   1.                                                   Please reconcile the
statements on pages 1 and 17 regarding the aggregate principal
                                                        amount of loans you
have made, which disclose $36.3 million and $32.0 million,
                                                        respectively.
   2.                                                   Please tell us whether
the indemnification provision of your Terms of Use applies to
                                                        claims under the
federal securities laws.
   3.                                                   We note on page 7 and
elsewhere that after initial maturity, "the funds will be
                                                        automatically
re-invested into a new note at terms prevalent at the time" and that "[a]n
 Yuliya Tarasava
FirstName  LastNameYuliya Tarasava
CNote Group,  Inc.
Comapany
January 11,NameCNote
            2021       Group, Inc.
January
Page 2 11, 2021 Page 2
FirstName LastName
         investor can change the preference up to 30 days before the maturity
date." In this regard:
             Disclose this aspect of the offering on the cover page of the
offering circular;
             Revise to clarify if reinvestment will occur upon each subsequent
maturity date, or if
             this will only happen once;
             Provide disclosure clarifying what you mean by "terms prevalent at
the time" and
             explain how you will determine these terms;
             Disclose how investors will be informed of the terms of the new
notes prior to
             making their investment decision about the re-investment; and
             State how investors will be notified of the pending reinvestment
as the maturity date
             approaches.
The Offering
CNote Notes, page 7

4.       We note the revisions you made in response to our prior comment 5. We
continue to
         consider your response and may have additional comments.
Our Business, page 20

5.       Please provide disclosure discussing the aspect of your business that
involves "funding
         BIPOC communities" as disclosed on page 30, explaining how you earn
revenue other
         than interest. Additionally provide a discussion of your business
related to the
         "technology customization for clients    needs," and how you earn
revenue there.
Auto-Invest Program, page 25

6.       We note your response to our prior comment 7. Please revise to further
clarify what types
         of funding sources investors may use to participate in the program.
Additionally,
         disclose how changes in interest rate on the notes will be
communicated to program
         participants.
7.       Tell us how investors will be able to represent the facts necessary
for Rule 251(d)(2)(i)(C)
         compliance at the outset of participation in the auto-invest program,
when it appears such
         information may be unknown at that time. In that regard explain how an
investor will be
         able to represent what the future aggregate purchase price will be, or
what their future
         annual income, net worth, revenue, or net assets will be.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Results, page 30

8.       Please revise your MD&A to address the following:
             Discuss any material changes in financial condition from the end
of the preceding
             fiscal year to the date of the most recent interim balance sheet
provided.
             Discuss any material changes in the results of operations for your
interim and annual
             periods.
             In your discussion, where you attribute the causes of material
changes from year to
 Yuliya Tarasava
CNote Group, Inc.
January 11, 2021
Page 3
          year or period to period in financial statement line items, provide
quantification along
          with a qualitative analysis. For example, where you attribute the
increase in revenue
          to increased loan volume/originations, quantify the number of loans,
the weighted
          average loan balance, and the weighted average interest rates.

       You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872
if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or John Dana Brown at 202-551-3859 with
any other
questions.



                                                            Sincerely,
FirstName LastNameYuliya Tarasava
                                                            Division of
Corporation Finance
Comapany NameCNote Group, Inc.
                                                            Office of Finance
January 11, 2021 Page 3
cc:       Christina T. Roupas
FirstName LastName