SecProbe.io

CORRESP
1
filename1.htm

Compound
Projects, LLC

20
Clinton Street

New
York, NY 10002

January
31, 2020

VIA
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Division
of Corporate Finance

Office
of Real Estate & Construction

Attn.
Stacie Gorman

Re:
 Compound Projects, LLC

Form
1-A/A

Filed
January 10, 2020

File
No. 024-11133

Ms.
Gorman,

We
hereby submit the responses of Compound Projects, LLC (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter to us, dated
January 29, 2020, providing the Staff’s comments with respect to the Form 1-A, Amendment No. 1, publicly filed with the
Commission on January 10, 2020.  Concurrently with the filing of this response letter, we have publicly filed a Form 1-A,
Amendment No. 2 (the “Form 1-A/A-2”), and the publicly filed Form 1-A/A-2 incorporates our changes as indicated below
made in response to the Staff’s comments.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of
the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and
“our” refer to the Company on a consolidated basis.

Form
1-A/A filed January 10, 2020

Interests
of Management and Others in Certain Transactions, page 39

1.
We note your revised disclosure and response to comment 2. Please confirm that any loan amounts converted into membership interests
will count toward the maximum offering amount in Rule 251(a)(2).

Response:
We confirm that any loan amounts that are converted into membership interests will count toward the maximum offering amount
in Rule 251(a)(2).

Consolidated
Financial Statements and Independent Auditor’s Report

Note 6. Subsequent Events, page F-5

2.
We have considered your response to our prior comment 7 that the Series #Reach Property was vacant when Compound entered into
the purchase and sale agreement for the property in October, 2019. Please clarify for us whether the property has been operated
as a rental property at any time during the period from its development in 2016 through the date when Compound entered into the
purchase and sale agreement for the property.

Compound
Projects, LLC

20
Clinton Street

New
York, NY 10002

Response:
We believe that the Series #Reach Property was rented at various times by the previous owner during the period between
2016 and the time at which Compound entered into the purchase and sale agreement. This belief is based on an affirmative response
we received from the Seller’s real estate broker. However, we do not have any specific knowledge or information  as
to whether there were any leases in place during this period, and if so, what the terms of such lease may have been. During the
time from early October 2019, when we first learned of the availability of the Series #Reach Property, through October 21, 2019,
the date that Compound entered into a purchase and sale agreement with the Seller to acquire the Series #Reach Property on our
behalf, the Series #Reach Property was vacant.  We did not request any information relating to prior possible leases during
our due diligence of the Series #Reach Property because we did not believe such information to be material to our evaluation of
the investment potential of the Series Reach Property or relevant to evaluating future operations or generating pro forma lease
pricing scenarios to be implemented under our prospective management.

In
light of the Staff’s comment, we have added the following disclosure on page 31 of the Form 1-A/A-2:

“
From 2016, when the Seller acquired the Series #Reach Property, the Seller may have rented the Series #Reach Property during one
or more periods of time prior to October 2019. During our evaluation of the Series #Reach Property, we did not inquire as to the
existence of any previous leases or what the terms of any such leases might have been as we did not believe that information to
be material to our evaluation of the investment potential of the Series #Reach Property.”

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters,
please contact Jesse Stein, Chief Operating Officer of the Company at (347) 585-8798 or Louis A. Bevilacqua of Bevilacqua PLLC
at (202) 869-0888 (ext. 100).

Sincerely,

Compound
Projects, LLC

By:
Compound Asset Management, LLC, its managing member

By:

/s/
Janine Yorio

Janine
                                         Yorio

Chief
                                         Executive Officer