SecProbe.io

CORRESP
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filename1.htm

Compound
Projects, LLC

20
Clinton Street

New
York, NY 10002

March
5, 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
February 18, 2020

    File
No. 024-11133

Ms.
Gorman,

We
hereby submit the responses of Compound Projects, LLC (the “Company”) to the telephonic comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received on March 5, 2020,
with respect to the Form 1-A, Amendment No. 3, publicly filed with the Commission on February 18, 2020.

For
the convenience of the Staff, we have listed below, in summary fashion, each of the Staff’s comments 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.

Compound
Platform Capabilities; Listing of Interests; Ability to Sell Interests through the App

Response:
We do not intend to commence our Regulation A offering until after the offering has been qualified by the Commission. Upon
qualification of an offering of a particular series of the Company, investors will be able to purchase interests in that series
through Compound’s mobile app. Investors will not be able to sell their interests through the mobile app. In the future,
we may decide to list the interests, for initial purchase and for resale, on a Commission regulated alternative trading system
(“ATS”). North Capital Private Securities Corp. (“North Capital”), a Commission registered broker-dealer
and member of FINRA, which is the broker of record for our Series #Reach offering, is working on the development of an ATS. We
do not know, however when that ATS will be operational or approved by the Commission, if at all. If we do decide to list series
interests on an ATS, we expect to list on North Capital’s ATS, after it becomes operational. We do not expect to list any
interests on an ATS during the first half of 2020. In the event that we do decide to list our interests on an ATS, we would endeavor
to allow for buy and sell orders to be sent through our mobile app to the ATS. We have not begun development of this App capability
and we have no near term plans to do so.

References
in the Form 1-A to the Regulation CF offering.

Response:
In response to the Staff’s comment, we will make the following revisions to the offering circular in our initial post-qualification
prospectus:

1.
We will remove the following reference to the Regulation CF offering:

Management’s
Discussion and Analysis of Financial Condition and Results of Operation

Regulation
CF Offering

We
are currently offering up to 20,000 Series #Reach Interests at an offering price of $4.90 per interest in a Regulation CF offering
through OpenDeal Portal LLC (dba “Republic”) and our Regulation CF offering statement filed with the Securities and
Exchange Commission on January 13, 2020, as amended. As of the date of this offering circular, we have not reached our target
amount of and have not closed on the sale of any Series #Reach Interests under the Regulation CF Offering. We intend that once
this Regulation A offering is qualified by the Securities and Exchange Commission, we will discontinue the Regulation CF offering
prior to beginning offers and sales under this Offering.

2.
We will remove reference to the Regulation CF offering in “Use of Proceeds”.

3.
We will remove the following statement in “Description of Business—The Compound Platform”:

We
intend to distribute the Interests in Series #Reach and in our other future Series exclusively through the Compound Platform.

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