SecProbe.io

United States securities and exchange commission logo
December 22, 2023
Inderjit Tuli
Chief Executive Officer
Compound Real Estate Bonds, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Compound Real Estate Bonds, Inc.
Post-Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed December 13, 2023
File No. 024-11848
Dear Inderjit Tuli:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 5, 2023 letter.
Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
General
1.We note your response to our prior comment 1 and revised risk factor disclosure. While
we do not have any further comments at this time regarding your response, please
understand that our decision not to issue additional comments on this topic should not be
interpreted to mean that we either agree or disagree with your analysis with respect to this
matter.
Risk Factors
We have potential liability arising out of a potential violation of Section 5, page 14
2.Please revise this risk factor to disclose the total number and value of securities sold on or
after September 19, 2023, the date when your financial statement became stale.

 FirstName LastNameInderjit Tuli
 Comapany NameCompound Real Estate Bonds, Inc.
 December 22, 2023 Page 2
 FirstName LastName
Inderjit Tuli
Compound Real Estate Bonds, Inc.
December 22, 2023
Page 2
We may have potential liability arising out of a possible violation of Section 5, page 16
3.Please revise this risk factor and the first risk factor on page 14 to refer consistently to the
offering circular, as opposed to a registration statement.
Operations - Administrative Services Agreement with Compound Administrative Services LLC,
page 44
4.We note disclosure of the Administrative Services Agreement you entered into with
Compound Administrative Services LLC (“CAS”) on March 17, 2022 and subsequently
amended on December 13, 2023. We also note disclosure that as of November 1, 2023,
your share of expenses incurred by CAS which will ultimately be invoiced at year end,
2023 is estimated to be approximately $70,000. Please tell us and revise your filing to
disclose the expenses accrued pursuant to this Administrative Services Agreement for
each period presented. In addition, as of the date of your response, explain how these
amounts were determined, and clearly label these expenses as related party expenses, as
applicable.
Interest of Management and Others in Certain Transactions, page 52
5.We note your revised disclosure that between January 1, 2022 and June 30, 2022, CAS
paid professional expenses on your behalf totaling $5,310. However, we also note
disclosure on page F-22 that these amounts were incurred and paid by CAS during 2023.
Please revise your filing to consistently disclose and reflect in your financial statements
when these transactions were incurred and paid by CAS.
            Please contact Shannon Davis at 202-551-6687 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Arden Anderson, Esq.