SecProbe.io

February 25, 2020
Lee Aaron Arnold
Chief Executive Officer of Secured Investment Corp.
Circle of Wealth Fund III LLC
701 East Front Street, 2nd Floor
Coeur D'Alene, ID 83814
Re:Circle of Wealth Fund III LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 1
Filed February 13, 2020
File No. 024-10948
Dear Mr. Arnold:
            We have reviewed your amendment 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.
Post-Qualification Amendment No. 1 filed February 13, 2020
General
1.Please  revise to reduce the amount of your best efforts offering by the aggregate amount
of securities sold pursuant to the offering statement in the prior 12 month period.  Please
see Rule 251(a) of Regulation A and Instruction 1 to Form 1-A for guidance.

2.You have omitted the footnotes to your interim financial statements for the six months
ended June 30, 2019.  Please revise to include the footnotes, as required by U.S. GAAP
and Article 8-03(b) of Regulation S-X.  Please also ensure that your audited and interim
financial statements are included in the body of the offering circular, rather than as an
exhibit.

 FirstName LastNameLee Aaron Arnold
 Comapany NameCircle of Wealth Fund III LLC
 February 25, 2020 Page 2
 FirstName LastName
Lee Aaron Arnold
Circle of Wealth Fund III LLC
February 25, 2020
Page 2
Acceptance, page 9
3.Where you describe how investors will receive and accept the rescission offer, please
clarify whether the email will include a link to the offering circular.  We note that your
disclosure indicates the email will include "an outline of the offer."
Rescission Offer and Price, page 9
4.We note that you intend to use a portion of the net proceeds from your primary offering
and proceeds from business operations to fund the rescission offer.  In this regard, on page
44 you disclose that the sale of your membership interests was suspended when you
identified the omission.  Additionally, on page 34 you disclose that you have $25,000 and
plan to sell membership interests on a needed basis to operate your business.  Please
disclose how you expect to fund the rescission offer and discuss the impact of the offer on
your operations.  Additionally, update your use of proceeds disclosure to indicate the
amount of proceeds being used to fund the rescission offer.
Prior Performance Summary, page 36
5.Disclosure on page 37 refers to prior performance tables, however, you have not included
the prior performance tables with this post-qualification amendment.  Please revise to
include this information.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction