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United States securities and exchange commission logo
July 11, 2023
Qian Wang
Chief Executive Officer
YSMD, LLC
745 5th Ave, Suite 500
New York, NY 10151
Re:YSMD, LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 5
Filed June 16, 2023
File No. 024-12008
Dear Qian Wang:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2023 letter.
Post-Qualification Amendment No. 5
Directors, Executive Officers and Significant Employees, page 43
1.We note your revised disclosures in response to comment 4.  Please further revise to
provide all of the information required by Item 10(c) of Form 1-A for each individual
listed. Additionally, please revise to ensure that the term of office stated for each
individual is accurate.  In this regard, we note that you disclose Ms. Kuang's term began in
October 2022, but we also note that your Form 1-A underlying the post-qualification
amendment, which was filed on November 10, 2022 and qualified on December 8, 2022,
discloses Xuefei Hui as Chief Financial Officerr.  For executive officers and significant
employees who are working part-time, disclose approximately the average number of
hours per week or month such person works or is anticipated to work. Refer to Item
10(a)(2) of Form 1-A.

 FirstName LastNameQian Wang
 Comapany NameYSMD, LLC
 July 11, 2023 Page 2
 FirstName LastName
Qian Wang
YSMD, LLC
July 11, 2023
Page 2
General
2.We note your response to comment 1, including that you have amended the disclosure on
your website to remove the expected annual dividend ratio for each series.  However, it
appears that your website continues to disclose the expected annual dividend ratio ("Cash
return rate for the past 12 months.") and expected monthly dividend for the 1742 Spruce
Street property.  Please revise or advise as appropriate. To the extent you believe that it is
appropriate for your website to include the distribution rate and monthly dividend, as
previously stated, please explain the assumptions used to calculate the expected annual
dividend ratio and expected monthly dividend, and how you determined you have a
reasonable basis for such assumptions, with reference to the items referenced in prior
comment 1.
3.We note your response to comment 3 that Ms. Kuang is the current CFO.  However, we
note that Ms. Kuang did not sign the offering statement.  Please note that in addition to the
issuer and its governing body, the offering statement must also be signed by the principal
executive officer, principal financial officer, and principal accounting officer. Please
revise accordingly.
            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 Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jill Wallach, Esq.