SecProbe.io

CORRESP
1
filename1.htm

Compound
Projects, LLC

20
Clinton Street

New
York, NY 10002

February
18, 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

Amendment
No. 2 to Form 1-A

Filed
January 31, 2020

File
No. 024-11133

Dear
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
February 14, 2020, providing the Staff’s comments with respect to the Form 1-A, Amendment No. 2, publicly filed with the
Commission on January 31, 2020.  Concurrently with the filing of this response letter, we have publicly filed an amendment
No. 3 to our Form 1-A (the “Form 1-A/A-3”), and the publicly filed Form 1-A/A-3 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.

Consolidated
Financial Statements and Independent Auditor’s Report

Note
6. Subsequent Events, page F-5

 1. We
                                         have considered your response to our prior comment 2. Please provide us with more detail
                                         related to the prior rental history of the property. In your response, tell us the approximate
                                         commencement dates and occupancy periods for each lease. Also, please tell us whether
                                         you have identified a potential tenant to occupy the property.

Response:
We have not received any specific information from the prior owner regarding the rental history of the property. However,
we have identified sources of publicly available information that provide some clarity on the property’s rental history.
The website, https:// https://www.miamicondoinvestments.com/brickell-city-centre-reach-condos#!closed-rentals
provides rental information on 124 leases that have been closed within the Reach Brickell City Centre over the past
24 months. Our property (Unit #1805) does not appear on this list. Based on this information, we do not believe that there were
any leases signed between February 2018 and today.

As
of the date of this letter, we have not yet identified a tenant for the property. It is currently listed for $3,000 per month.
The listing can be seen here: https://www.miamicondoinvestments.com/property/68-se-6th-st-1805-miami-fl-33131-a10804111.

General

 2. We
                                         note the link on your website to your mobile app. Testimonials on the site suggest your
                                         offering has commenced. Please advise us if the offering has commenced. We also note
                                         a testimonial that your app is a "[g]reat way to diversify ... and so easy to buy
                                         and sell shares of real estate in hot markets." Please advise us of the functions
                                         and capabilities of your platform. For example, are purchasers able to sell their membership
                                         interests?

Response: We do not intend to
commence our Regulation A offering until after the offering has been qualified by the Commission. The only functionality of our
app as of today is the ability to “Reserve Shares,” which is a way for us to gauge potential interest in the Regulation
A offering through non-binding indications of interest. The reservation of shares screen on our app includes the following disclosure:

“Compound
Projects, LLC (the “Company”) intends to sponsor an offering pursuant to Regulation A under the Securities Act of
1933. The Company is not under any obligation to make an offering under Regulation A. No money or other consideration is being
solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities
can be accepted and no part of the purchase price can be received until an offering circular on Form 1-A has been filed and until
the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may
be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after
the qualification date. Any person’s indication of interest involves no obligation or commitment of any kind.”

Upon qualification of the Regulation
A offering, we will replace “ Reserve Shares” with “Invest,” which will allow investors to purchase shares
through the App. Our App does not currently include a feature that would facilitate the sale of any Interests. We have included
the screen shots from our APP as a 13.1 – Testing the Waters exhibit to the Form 1-A/A-3.

Telephonic Comment from James Lopez
Received by Our Legal Counsel

On February 14, 2020, our legal counsel,
Paul Levites of Bevilacqua PLLC, received a telephonic comment from James Lopez relating to our ongoing Regulation CF offering
of membership interests in our Series #Reach and related Form 1-A plan of distribution disclosure.

Response: We have revised our disclosure
in our Form A/A-3 to reference our Regulation CF offering and to indicate that we will terminate our Regulation CF offering immediately
prior to beginning our Regulation A offering once our Form 1-A is qualified by the Commission. We have also added some additional
information regarding our ongoing Regulation D, Rule 506(c) offering of membership interests in our Series #Reach, which we discuss
in the MD&A section of our offering circular, to indicate the number of interests and the dollar amount we have sold to date
in the Regulation D offering, which we also expect to terminate prior to beginning sales under our Regulation A offering. Additionally,
in the plan of distribution section of the offering circular, we have removed the sentence which had indicated that the interest
in Series #Reach were being offered and sold exclusively through the Compound Platform, and, throughout the Form 1-A/A-3, we have
reduced the number of Series #Reach interests and aggregate dollar amount we intend to offer under the Regulation A offering to
reflect the sales we have already made under our Regulation D offering.

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